Terms & Conditions
Part A: General Terms applying to both subscriptions and enhanced (depth) listing products
“Website” means the naijahouse.com website – across desktop, mobile, tablet and apps. “We / our / us” NAIJA HOUSE.COM and “You” means you, our customer.
- Your Agreement with us
Your Agreement with us consists of:
(a) these General Terms and Conditions (as may be varied from time to time);
(b) any physical document or electronic interface we make available to you, that you sign or otherwise indicate your agreement to, which identifies your subscription or product purchase (your Order)
(c) the Special Terms and Conditions applicable to your subscription and products;
(d) any further special terms we notify you of in relation to your subscription or products; and
All terms and conditions and other documents referred to above (as may be amended from time to time in accordance with clause 5) are referred to as “this Agreement” and comprise the entire agreement between us about its subject matter. This Agreement supersedes all prior understandings, agreements or representations and you may not rely on any representations or warranties about the subject matter of this Agreement except as expressly provided in this Agreement.
3.1 The “Term” of this Agreement for your subscription and products is the term indicated in the relevant Order for the subscription or product subject to early termination early in accordance with clause 7.
3.2 For subscriptions, the Order specifies your Initial Term (usually 1 month). Following the expiry of the Initial Term, your subscription shall continue for further periods of the same period as the Initial Term (Further Terms) until terminated in accordance with this Agreement. You do not need to take any action for your subscription to continue for Further Terms.
3.3 If you do not wish for your subscription to continue for a Further Term, at least 30 days before the expiration of the Initial Term or the then current Further Term, you must provide us with clear written notice of your intention to terminate your subscription upon the expiration of the Initial Term or the then current Further Term. Your obligation to provide us with at least 30 days clear written notice of your desire to terminate your subscription exists regardless of whether or not you receive any communication from us regarding a Further Term.
- Your warranties and representations
You represent and warrant to us that at all times during the Term of this Agreement:
(a) you hold all required licences or accreditations to sell or lease all your listings on the website;
(b) you have authority to sell or lease all your listings on the website and have the proper authorities in place required by State or Territory regulations; and
(c) you will comply with all your obligations set out in clause 6.
- Your acknowledgements
You acknowledge that at all times during the Term of this Agreement:
(b) in consideration for your right to upload listings to the website and the other services we provide, you grant us an irrevocable, perpetual, world-wide, royalty free licence to publish, copy, licence to other persons, use and adapt for any purpose related to our business any content you provide to us during the Term, and this licence survives termination of this Agreement by you or us;
(c) we may take any action we deem appropriate in relation to your listings if we consider there has been a breach of this Agreement, including removing listings from the website;
(d) you are solely responsible for the content your listings and any errors or omissions in your listings – our role is one of publisher;
(e) if we change this Agreement in any non-trivial way, we will give you at least 30 days’ prior written notice;
(f) the terms and conditions applicable to your subscription and any other products at any point in time are the relevant terms and conditions published at naijahouse.com terms at that point in time (ie as amended in accordance with the provisions above);
(g) all features of our subscriptions and products are subject to change, development and discontinuation (we will notify you when this happens);
(h) we cannot guarantee the continuous or fault-free operation of the website or other services we provide you and, without limitation, systems or technological failure or delay may impede or prevent access to the website and other services;
(i) we offer a number of different subscriptions and products and the availability of these subscriptions and products, and any special terms applying to them, is at our discretion (we will act reasonably). We may, in our absolute discretion having regard to your usual business activities, determine which subscription type is the most appropriate for you and require you to take, or transfer to that subscription. You may only purchase products available to, and at the price applicable to, your subscription type. If we deny access to any particular subscription or product we will notify you of the reasons;
(j) we may contact you from time to time in relation to products and services offered by us or our business partners and you authorise us:
(i) to contact you via phone, email, text message and other electronic media, unless you explicitly request us not to contact you via these media; and
(ii) to contact you via any of these methods without including an unsubscribe facility, to the extent permitted by law
- Your obligations
Your obligations to us are as follows:
(a) you will only upload listings to the website yourself or via an authorised third party who has agreed to our terms and conditions for uploading properties to the website;
(b) you will comply with any direction we give to in relation to your listings, including amending or updating listings;
(d) you must pay the cost of all telecommunications and internet access charges incurred when using the website, whether or not such access has been arranged by us;
(e) you will ensure that your listings are not unlawful or uploaded 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;
(f) you will comply with all applicable laws, including without limitation, local fair trading legislation; real estate agent legislation and regulations (including rules governing the disclosure, retention and payment of any rebates or benefits) and any other applicable advertising standards.
(g) you will comply with any guidelines and codes issued by your local and national body for your type of organisation;
(h) you will ensure that your username and password for accessing the Service are kept secure at all times and are only disclosed to persons authorised to incur charges on your behalf. However you are responsible for any use of the Service using your username and password by any person (whether authorised or otherwise) and, without limitation, you must pay any charges incurred as a result of that use;
(i) you undertake that you will only collect, use, disclose and store personal information obtained through our Websites including through leads generated by users submitting enquiries on our Websites, for the sole purpose of contacting the person enquiring in relation to the specific property they have enquired about.
(j) you may only have one subscription per Office, and you will not allow anyone else (including another Office in your corporate group) to use your subscription to list on the Website. For the purposes of this Agreement, “Office” means any physical office used in the conduct of your business, including new offices opened during the Term, which we deem to be an office requiring a subscription to the Website. Without limiting our discretion above, the following types of office will always be deemed to require a subscription:
(i) the office or any person reporting into the office is authorised to sell or lease a property listed on our web site; or
(ii) property listing on our web site contains any contact details for the office or any person reporting into the office (even if the listing also contains contact details for another office or agent).
For the avoidance of doubt, it is acknowledged that one office in a corporate group may have a purely administrative function for the remainder of the group. Such an office may not be an Office for the purposes of these terms, provided neither (i) or (ii) above apply. “Satellite offices” will be Offices for the purposes of these terms if either (i) or (ii) above apply. We reserve complete discretion to determine whether or not an office requires a subscription to the Website.
- Termination or suspension by us
7.1 We may terminate this Agreement at any time for any reason provided that we give you at least seven days’ written notice. If we terminate this Agreement solely under this clause 7.1 then you will not be required to pay any fees in respect of the period after effective termination.
7.2 Notwithstanding clause 7.1 and without limiting our other rights, we may immediately terminate this Agreement or suspend or temporarily remove any of your listings if:
(a) you fail to pay any fees or charges due to us by the due date;
(b) we reasonably consider that any of your warranties or representations in clause 4 are incorrect;
(c) you act contrary to your acknowledgements in clause 5;
(d) you are in breach of your obligations under clause 6;
(e) you breach any other part of this Agreement and fail to rectify the breach within 7 days of us giving you notice of the breach ad requiring that it be remedied;
(f) any statement you make to us or any content or material supplied by you (including material uploaded to our website) is false or misleading;
(g) 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
(h) 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.
7.3 In the event that we exercise our right to suspend or temporarily remove your listings pursuant to clause 7.2, you remain liable for all subscription and product fees until the expiration of this Agreement.
- Termination or suspension by you
8.1 You may terminate your subscription in accordance with clause 3 above and this clause 8.
8.2 You may not terminate your subscription before the end of the Initial Term, nor may you terminate any product before the end of its Term set out in the order. If you purport to terminate early you acknowledge that you shall remain liable for the fees payable under this Agreement until expiry.
8.3 If you give notice of termination of your subscription after the expiry of the Initial Term but before the expiry of a Further Term, you acknowledge that you shall remain liable for the fees payable under this Agreement for the shorter of the following periods:
(a) three (3) months commencing from the time of the purported termination; and
(b) the remainder of the Further Term; provided that the minimum sum payable on purported early termination under this clause 8.3 shall be one month’s fees.
8.4 The sums payable by you on termination of your subscription or any product shall be a debt due to us payable within 14 days of notice of termination.
8.5 You agree that the sums payable by you under this clause 8 is not a penalty, but a reasonable measure of actual damage to us as a result of your early purported termination.
- Effect of termination or suspension
9.1 Termination of this Agreement or suspension or temporary removal of listings pursuant to clause 7.2 does not:
(a) 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 notice periods leading to termination;
(b) relieve you of your other accrued obligations and liabilities pursuant to this Agreement and we reserve our right to enforce such obligations and liabilities before or after termination; or
(c) waive any breach of this Agreement by you.
9.2 In the event of suspension or temporary removal of your listings pursuant to clause 7.2, we may, at our option (in addition to all other terminate rights), terminate this Agreement, in which event the full balance of fees payable under this Agreement for your subscription and products for the remainder of the Term will become immediately payable as a debt due to us within 7 days of termination.
10 Limitation of liability and indemnity
10.1 To the extent allowable under Nigerian Laws or any other applicable law, we:
(a) exclude all conditions and warranties implied into this Agreement;
(b) exclude 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);
(c) limit our liability for breach of any condition or warranty that we cannot exclude to (at our option) resupplying the Service or paying the cost of having the Service resupplied; and
(d) limit our liability in respect of any other claim under or in connection with this Agreement, whether the claim is based in contract, tort (including negligence), statute or otherwise, to the amount paid to us by you under this Agreement and reduce that liability to the extent you cause or contribute to the loss the subject of the claim.
10.2 You must take all reasonable steps to minimise any loss you suffer or are likely to suffer and that is the subject of a claim against us under this Agreement. If you do not take reasonable steps to minimise that loss, then our liability to you for the relevant claim will be reduced accordingly.
10.3 We will not be liable under this Agreement to the extent that liability is caused by:
(a) any breach of your obligations under this Agreement or a negligent act or omission by you; or
(b) any delay in performance or breach of this Agreement 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.
10.4 You 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 content or material uploaded or submitted by you in connection with this Agreement or any other act or omission by you in connection with your use of the website or our other services.
10.5 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.
11.1 You must not assign this Agreement without our prior written consent.
11.2 We may assign this Agreement at any time. If we assign this Agreement, we will notify you of the assignment.
12.1 We will send all notices and other communications to you at the email address and/or facsimile number you have provided to us. It is your sole responsibility to ensure that you provide us with your current contact email address, or phone number.
12.2 All notices from you to us (including termination notices) must be sent:
(a) by email to firstname.lastname@example.org
13 General provisions relating to rights and remedies
13.1 No 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. No waiver by us will be effective unless it is in writing and signed by us.
13.2 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.
13.3 Our rights and remedies provided in this Agreement are in addition to other rights and remedies given to us by law and equity independently of this Agreement.
14 Governing Law
14.1 The laws of Nigeria govern this Agreement.
14.2 You submit to the exclusive jurisdiction of the Courts of Nigeria and you waive any right you have 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).
Part B: Special terms applying to Residential subscriptions
- Standard Subscriptions
A Standard Subscription provides you with the right to upload all your listings to the Buy or Rent section of the Website (as applicable).
- Bundle Subscriptions
2.1 A Bundle Subscription combines:
(a) the rights of a Standard Subscription, at a discounted price compared to the Standard Subscription;
(b) agency logo included in the search results view of all listings;
(c) property market data, statistics and analytics (Market Data);
(d) data to help you track the effectiveness of a listing campaign against other comparable listings on the Website and return on investment data such as number of views and measures of user engagement with the listing (Campaign Data);
(e) a Depth Product ‘All’ or ‘Elect’ contract (described further below) required to be purchased as part of Bundle, with the following additional terms:
(i) contract term of 1 month duration aligning to the term of the Standard Subscription component of your Bundle.
(ii) subject to the same auto-renew terms and conditions as the Standard Subscription component of your Bundle and the termination provisions in clause 7 of Part A above will apply to this contract as if the ‘All’ or ‘Elect’ contract is a subscription for the purposes of clause 7; and
(iii) the contract must be on “properties for sale”, but by default land and rural listings will be included unless you specifically direct us not to include those listings.
We may communicate exceptions to the requirements above from time to time and endeavour to notify you if there is a relevant exception for you and the terms attaching to the exception.
2.2 You acknowledge that Market Data and Campaign Data:
(a) is provided for general indicative and trending purposes only – we do not warrant the accuracy or reliability of this data and it should not be regarded as a substitute for professional advice;
(b) is provided for your internal business use only and may not be copied, reproduced, published or disclosed to any person outside your agency or franchise group, save that Campaign Data may be used to illustrate to your clients the performance of their listing on the Website and in presentations and meetings with prospective clients as an example of the performance of a property campaign on the Website; and
(c) may not be used, referenced or quoted for promotional purposes of you, your agency or your franchise group.
2.3 The intent of the Bundle subscription is that your primary Depth Product ‘All’ or ‘Elect’ contract is purchased for your predominant listing type. We reserve discretion to withdraw the benefits of Bundle should we reasonably consider that your primary Depth Product contract was not purchased for your predominant listing type, for example if you predominantly list in the Rent section and your primary Depth Product contract does not apply to Rent listings. We will give you reasonable notice of any exercise of this discretion.
2.4 From time to time we may impose additional requirements on the ‘All’ and/or ‘Elect’ commitments required as part of Bundle, for example a minimum listing commitment per month or a minimum duration for upgrades as part of the contract.
2.5 The nature of the Depth Product commitment required as part of your Bundle Subscription will be communicated to you before you take out the Bundle Subscription. For example if you are in a metro area you may be required to purchase an ‘All’ contract, whereas in regional areas an ‘Elect’ contract may suffice. We will notify you of the requirements and changes in the requirements.
2.6 You may upgrade the ‘All’ or ‘Elect’ contract component of your Bundle.
2.7 Adding elements of an offer programme during the term of a Bundle subscription will append the relevant products to the contract at the offer rate, but will not change the contract term.
2.8 You can view the up-to-date depth product prices for each suburb under a Bundle subscription (excluding buy listings containing four or more properties) at any time by visiting our website. Any special offers specifying different prices or look-up tools will override these prices.
- Bundle Subscriptions
3.1 The Bundle Subscription are available for purchase. From30 June 2016
(a) all the elements of the Bundle Subscriptions (and will be subject to the same terms and conditions); and
(b) the ability to create an agency branded website and mobile website (Agency Website).
3.2 No refunds or discounts are provided where you choose to display a listing on your Agency Website, but not on our Website, even if the listing is subject to a listing upgrade at the time.
3.3 You must ensure that any information or material you publish on your Agency Website:
(a) is not unlawful, misleading or deceptive, or published for an improper purpose; and
(b) does not infringe the intellectual property rights of another person or any applicable laws.
3.4 You acknowledge that any suspension or termination of your subscription may result in the suspension or termination of your Agency Website. You agree that we are not liable for direct, 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) arising out of suspension or termination of your Agency Website.