- DEFINITIONS & INTERPRETATION
A. DefinitionIn this Terms and Conditions, unless the context otherwise requires, the following words and expressions shall have the meaning given to each of them:
I. “Applicable Laws” means all laws, rules, regulations, bye-laws, codes of practice, regulatory requirements, decrees and other ordinances issued by any government or other state authority relating to the subject matter of this Terms and Conditions and the performance by the Parties hereto of their obligations hereunder;
II. “Business Day” means any day other than a Saturday, Sunday or a public holiday declared by the Federal Government of Nigeria on which companies are customarily open for business in Nigeria;
III. “Data Subject” means data subject as defined under the Nigerian Data Protection Act 2023 and any other relevant Nigerian laws, regulations or international conventions applicable in Nigeria; and may also be referred to in this Terms and Conditions as “End Customer”.
IV. “End Customer” means any customer, client, user, purchaser, person or entity that uses the Platform, or App to purchase or originate transactions with Stakeholder. The term “End Customer” may be used interchangeably with the term “Data Subject” and the definition ascribed to “Data Subject” in the Nigerian Data Protection Regulation 2019 shall apply herein;
V. “Intellectual Property Rights” means all form of proprietary rights in the Software Product including patents, utility models, rights to inventions, copyright and neighbouring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
VI.“KYC Information” means information required for the purposes of identity verification and record keeping procedures under relevant Anti Money Laundering and Terrorism Financing Laws.
VII. “Parties” means an End Customer and RESE; and
VIII. “Personal Data” means personal data as defined under the Nigerian Data Protection Regulation 2019.
B.Interpretation
In this Terms and Conditions, unless the context otherwise requires:
I. The singular includes the plural and vice-versa;
II. Headings of clauses, schedules and paragraphs are included for convenience only and shall not affect the interpretation of this Terms and Conditions;
III. The expressions “including”, “includes” and “include” have the meaning as if followed by the phrase “without limitation” or “but not limited to”, as applicable;
IV. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning.
- RESE'S ROLE
RESE does not, and the services are not intended to, provide financial or real estate advice. Rese is not a lender or real estate broker representing you or another user.
RESE’s business is primarily funded through advertising. You understand and agree that the Services may include advertisements, and that these are necessary to support the Services. To help make the advertisements relevant and useful to you, RESE may serve advertisements based on the information we collect through the Services. See the Privacy Policy for more details.
RESE Nigeria is a private limited liability company incorporated in Nigeria and the operator of the Platform (an online real estate ecosystem platform which digitally enables and facilitates the sale and acquisition of real estate properties located in Nigeria) but RESE does not:
(a) act as a real estate agent for you or any other user;
(b) represent you or another user in the purchase, sale, or exchange of real property, including any negotiation thereof; or
(c) lease or rent, offer to lease or rent, or negotiate the lease of real property or otherwise aid or assist in the lease of real property. RESE assumes no responsibility for any result or consequence related directly or indirectly to any action or inaction that consumers take based on the Services or any other information available through or in connection with the Services.
- ELIGIBILITY: ACCOUNTS AND REGISTRATION
A. You must be at least 18 years of age or accessing the Platform under the supervision of a parent or legal guardian to register and use the Services.
B. By agreeing to these Terms and Conditions, you represent and warrant that:
(a) you are at least 18 years of age (or are using the Service under the supervision of a parent or legal guardian);
(b) you have not previously been suspended or removed from the Services; and
(c) your registration and your use of the Services is in compliance with all applicable laws and regulations.
C. To access the Platform, you will be required to register and set up an account on the Platform (“Account”) by providing the KYC Information to RESE. As part of the registration process, you may be asked to provide information such as email address or other contact information.
D. You agree that the information you provide is accurate and that you will keep it accurate and up-to-date at all times. You may also be required to provide passwords and, in this regard, you understand and acknowledge that:
I.you are solely responsible for maintaining the confidentiality of your Account and will only share your passwords with, where applicable, your duly authorised employees, agents or representatives and not to other third parties; and
II.you are solely responsible for all actions taken via your Account.
E. Unless you have entered into a commercial agreement with RESE permitting you to use the Services for transactions on behalf of another person, you may only use the Services for transactions on your own behalf, and not on behalf of any other person.
F. It is understood and agreed that RESE shall have the right at its sole discretion to close your Account by sending a written notification of Account Closure.
However, RESE shall provide you with Two (2) weeks notice before closing your Account.
G. Where your Account is closed, you shall notify RESE of details for transfer of all your transferable information on the Platform, within five (5) days of notification of Account Closure from RESE.
H. Where you fail to notify RESE of details for transfer of information as envisaged in clause 3.4 above; RESE may maintain the information in its records for up to five (5) years after your Account is closed. RESE shall be entitled to charge you an administrative fee for this service, and to withhold any such records from you until payment of such administrative fee has been made.
- RULES FOR USE OF THE ACCOUNT
A. As long as you comply with these Terms and Conditions, RESE grants you a non-exclusive, limited, revocable, personal, non-transferable license to use the Services, and to download and use any mobile or web application feature of the Platform (each, an "App"), on your devices in object code form. If you are a real estate or mortgage professional acting in your professional capacity, you may additionally use the Services to provide information, to the extent permitted by applicable law, to your clients and to take actions on behalf of your clients (“Pro Use”). If you use the Services for a Pro Use, you represent and warrant that you have obtained all required authorizations and consents from your client. Except as expressly stated herein, these Terms and Conditions do not provide you with a license to use, reproduce, distribute, display or provide access to any portion of the Services on third-party websites or otherwise. The Services may include software for use in connection with the Services.
B. To use an App, you must have a compatible device and RESE does not warrant that any App will be compatible with your device. You may use mobile data or other third-party digital services in connection with an App and may incur additional charges from its wireless provider for using an App. You agree that you are solely responsible for any applicable charges.
C. RESE may update any App and may automatically electronically update the version of any App that you have installed on a device. You consent to all automatic upgrades, and understands that this Terms and Conditions will apply to all updated versions of an App.
D. Any third-party open-source software included in an App is subject to the applicable open source license and may be available directly from the creator under an open source license. This Terms and Conditions does not apply to your use of software obtained from a third-party source under an open-source license.
E. You are also authorised to use the Platform or App to provide information, to the extent permitted by Applicable Laws, to other Users and to take actions on behalf of other Users (“Pro Use”). If you use the Platform or App for a Pro Use, you represents and warrant that you have obtained all required authorizations and consents from the other Users in question.
F. Except as expressly stated herein or as may be specifically notified to you by RESE, you will be able to use, reproduce, distribute, display or provide access to any portion of the Platform or App on third-party websites or otherwise.
G. Subject to the restrictions set forth in this Terms and Conditions, you may be able to integrate with the Platform or copy information from the designated areas of the Platform only as is necessary for its organisation’s use as an entity or Pro Use to view, save, print, fax and/or e-mail such information.
H. You are solely responsible for the content you post and upload on the Platform or App, and you are hereby prohibited from posting or uploading any false, inaccurate, misleading, deceptive, defamatory, libellous, or offensive content, which shall be subject to modification, removal, obfuscation or deletion by RESE at its sole discretion.
I. You shall be solely responsible for maintaining up to date and current Account on the Platform or App, including the removal of items no longer for sale.
J. You shall promptly notify RESE of any security breach, misuse, irregularity, suspected fraudulent transaction or suspicious activities that may be connected with attempts to commit fraud or other illegal activity through the use of your Account;
K. You shall only use your Account for transactions on your own behalf, and not on behalf of any other person or organisation (save in the case of Pro Use). You acknowledge that RESE may display and maintain indicators for each User based on;
(a) the contents of the services provided by such User; and
(b) comments and feedback from other Users of the Platform. RESE shall have the sole discretion of creating the indicators and the method by which RESE displays such indicators on the Platform or App. You are hereby prohibited and forbidden from manipulating or attempting to manipulate the indicators in any manner.
L. By using the Platform or App, you agree not to:
I. Reproduce, modify, distribute, display or otherwise provide access to, create derivative works from, decompile, disassemble, or reverse engineer any portion of the Platform or App, except as explicitly permitted under this Terms and Conditions;
II. Provide/post/authorize a link to the Platform or App (including but not limited to an agent profile page) from a third-party website that is not a real estate-related website owned or operated by a real estate or lending professional or institution;
III. Remove or modify any copyright or other intellectual property notices that appear on the Platform or App;
IV. Use the Platform or App in any way that is unlawful, or harms RESE, its service providers, suppliers, or any other user;
V. Manipulating the price of any item or interfere with any other listings;
VI. Distribute or post spam, chain letters, pyramid schemes, or similar communications through the Platform or App;
VII. Impersonate another person or misrepresent your affiliation with another person or entity;
VIII. Reproduce, publicly display, or otherwise make accessible on or through any other website, application, or service any reviews, ratings, and/or profile information about real estate, lending, or other professionals, underlying images of or information about real estate listings, or other data or content available through the Platform or App, except as explicitly permitted by RESE for a particular portion of the Platform or App;
IX. Upload invalid data, viruses, worms, or other software agents to the Platform or App;
X. Interfere with, or compromise the system integrity or security of the Platform or App, or otherwise bypass any measures RESE may use to prevent or restrict access to the Platform or App;
XI. Conduct automated queries (including screen and database scraping, spiders, robots, crawlers, bypassing "captcha" or similar precautions, and any other automated activity with the purpose of obtaining information from the Platform or App) on the Platform or App;
XII. Use any of RESE’s trademarks without approval, including but not limited to using them as part of your business name, screen name or email address on the Platform or App;
XIII. Access or use any of the Platform or App to develop competitive products or services; or
XIV. Attempt to, or permit or encourage any third party to, do any of the above.
M. If you violate any of the rules contained herein, RESE may immediately suspend, revoke, or restrict your Account (and any related accounts) and remove advertisement of any products. RESE shall notify you of the suspension, revocation, within twenty-four (24) hours of action taken as well as the details of the violation. RESE may reactivate your account (subject to any applicable costs) where you rectify the violation to its satisfaction.
N. You shall be solely responsible for indemnifying, defending, and holding harmless RESE, and all of its owners and officers, for any claims, causes of action, or liability arising from any misrepresentations uploaded or posted by you on your Account; RESE HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- REPRESENTATIONS AND WARRANTIES
A. By agreeing to the terms of use set out in this Terms and Conditions, you (where you are a company) represent and warrant that such company:
I. is duly incorporated as a limited liability company and validly existing under the laws of Nigeria,
II. it has the corporate power to own its assets and conduct its business as presently conducted and to enter into and comply with obligations under the Terms and Conditions.
III. it has obtained all the necessary internal approvals to enter into this Terms and condtions and to use the Platform or App;
IV. this Terms and Conditions constitutes and expresses the legal, valid and binding obligations on you and enforceable against you in accordance with the conditions and terms herein stipulated in this Terms and Conditions;
V. the acceptance of this Terms and Conditions and the performance of the obligations thereunder does not conflict with, or result in breach or constitute a default under any of the provisions of its constitutional documents or such other lawful instrument providing for your legal capacity or under any law, rule, regulation, judgment, order or decree of any court, arbitrator or governmental agency or instrumentality, or of any contract, agreement or instrument to which you or your shareholders are parties or subject, or by which their respective property (or the property of your shareholders) are bound or affected;
VI. its registration and its use of the Platform and App is in compliance with all applicable laws and regulations, including the Nigerian Data Protection Act, 2023.
B. You undertake to notify RESE in the event of any of the representations and warranties become untrue for any reason.
- FEES AND COMMISSIONS
A.Commissions
I. You agree and acknowledge that RESE shall be entitled to a commission (the “Commission”) for all successful transactions completed by End Customers on the Platform through the Account, and the same shall be determined in accordance with the metrics.
II. The Commission shall be for the account of RESE and shall be remitted to the bank account notified by RESE on the Platform or App.
III. The Commission shall be available within the Platform based on standard configuration of the Platform. Payment will be made based on the settings provided on the Platform. Please do take the time to configure your payment settings and be sure to verify information provided.
- USER MATERIALS
A. Certain portions of the Platform or App may allow you and or other users to upload or otherwise provide to RESE images, photos, video, data, text, listings, and other content for marketing and transacting in relation to real estate development purchase and/or financing purposes (“User Materials”). By uploading or otherwise providing User Materials to the Platform or App, you grant RESE an irrevocable, perpetual, royalty-free worldwide license to display and make available the User Materials in connection with the facilitation of the services and functionalities on the Platform or App. For avoidance of doubt, except;
(a) your express consent is obtained; and/or
(b) as set out in clause 7.2 below, the license granted to RESE pursuant to this sub-clause does not extend to the modification, conversion or variation of the content of User Material.
B. RESE will not pay you for your User Materials or to exercise any rights related to the User Materials set forth in the preceding section. RESE may remove the User Materials at any time or may modify the User Materials where there is any inappropriate or offensive images, photos, video, data, text, listings, and other content. You are solely responsible for all User Materials made through your account(s) on the Platform or App or that you otherwise make available through the Platform or Appor all User Materials, you represent and warrant that you are the creator and owner of the User Materials, or you have the necessary licenses, rights, consents, and permissions (including all permissions required under applicable privacy and intellectual property law) to authorize RESE to use your User Materials as necessary to exercise the licenses granted by you under this Terms and Conditions. For avoidance of doubt, the word “use” in this context, shall be construed in connection with the facilitation of the services and functionalities on the Platform or App
C. RESE shall not edit or control your User Materials or the User Materials of any other user and will not be in any way responsible or liable for any User Materials. RESE may, however, at any time screen, remove, or block any User Materials on the Platform or App, including User Materials, that in RESE’s sole judgment violates this Terms and Conditions or are otherwise objectionable. RESE shall provide you with notice of any action taken pursuant to this clause within 24 hours.
D. You understand and agree that when using the Platform or App, you may be exposed to User Materials of other users and acknowledge that User Materials of other users may be inaccurate, offensive, indecent, or objectionable.
E. In furtherance of Clause 7.5, If you notify RESE that User Materials allegedly do not conform with this Terms and Conditions, RESE may investigate the allegation and determine in RESE’s sole discretion whether to remove the User Materials, which RESE reserves the right to do at any time and without notice.
F. RESE shall treat all personal data submitted by End Customers in accordance with the Nigeria Data Protection Act 2023, Nigeria Data Protection Regulation 2019, and any other relevant laws, regulations or international conventions applicable in Nigeria.
- THIRD PARTY LINKED SERVICES
A. The Platform or App include links to third-party products, services and Web sites, as well as materials provided by third parties (each, a “Third-Party Provider”). which are not under RESE’s control.
B. Third-Party Providers are solely responsible for their services. You are responsible for your dealings or business conducted with any third-party provider arising in connection with the Platform or App. Your use of third-party sites, services, or products may be subject to associated third-party terms of use and privacy policies or other agreements, which you are solely responsible for complying with. RESE does not endorse, and takes no responsibility for such products, services, Web sites, and materials, of any Third-Party Provider.
C. By using a tool, you agree that RESE may transfer information to the applicable third parties, which are not under the control of RESE. If you submit a contact form or otherwise indicate its interest in contacting a Third-Party Provider, you may receive telemarketing calls from the Third-Party Provider using the contact information you provided. Third-Party Providers may keep your contact information and any other information received by the Third-Party Provider in processing a contact or other request form.
D .We require all third parties to respect the security of your personal data and to treat it in accordance with applicable laws. We only permit third parties to process your personal data for specified purposes and in accordance with our instructions.
E. RESE is not responsible for any damages or costs of any type arising out of or in any way connected with your dealings with these third parties/third-party provider.
F. Certain aspects of the Services include third-party tools that are subject to additional third-party terms, including, but not limited to, the following:
I .Third-party payment processors (“Payment Processors”) - Some of the Services allow you to use Payment Processors to make payments to RESE. Your use of the Payment Processors feature is subject to the privacy policies of the relevant payment processors.
II. Google Maps. Some of the Services implement the Google Maps web mapping service. Your use of Google Maps is subject to Google's terms of use, available athttp://www.google.com/intl/en_us/help/terms_maps.html, and Google’s Privacy Policy, available at https://www.google.com/intl/ALL/policies/privacy/index.html.
- INTELLECTUAL PROPERTY
The Intellectual Property Rights in the Platform and App are owned by RESE. The user interfaces, design, information, data, code, products, software, graphics, and all other elements of the Platform and App (“RESE Materials”) provided by RESE are protected by intellectual property and other governing laws and are the property of RESE or RESE’s third-party licensors. Except as expressly allowed by this Terms and Conditions, you may not make use of the RESE Materials, and RESE reserves all rights to the RESE Materials and Platform or App not granted expressly in this Terms and Conditions and in accordance with applicable intellectual property laws and regulations.
- FEEDBACK
If you choose to provide input and suggestions regarding the Platform or App, including those related to any RESE Materials (“Feedback”), you thereby grant RESE an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to use the Feedback in any manner and for any purpose, including to improve the Platform or App or create other products and services.
- COPYRIGHT INFRINGEMENT CLAIMS
A. RESE respects the intellectual property rights of others, and requires you to do the same. In the event that you believe that your work has been reproduced on the Platform or App in a way that constitutes copyright infringement, you may notify RESE’s copyright agent by providing the following information:
I. Identification of the copyrighted work that you claim has been infringed;
II. Identification of the material that you claim is infringing and needs to be removed, including a description of where it is located on the Platform or App so that the copyright agent can locate it;
III. Your address, telephone number, and, if available, e-mail address, so that the copyright agent may contact you about your complaint; and
IV.A signed statement that the above information is accurate; that you have a good faith belief that the identified use of the material is not authorized by the copyright owner, its agent, or the law; and, under penalty of perjury, that you are the copyright owner or are authorized to act on the copyright owner's behalf in this situation.
B. Notices of copyright infringement claims should be sent as follows:
By mail: 6th Floor, Church House, 29 Marina Road, Lagos
By e-mail: admin@rese.africa
If you give notice of copyright infringement by e-mail, RESE may begin investigating the alleged copyright infringement; however, RESE must receive your signed statement by mail or as an attachment to your e-mail before RESE is required to take any action.
- TERMINATION AND AMENDMENTS TO THE TERMS AND CONDITIONS
A. Except as stated in separate product-specific agreements, you may terminate your Account at any time by contacting info@rese.africa If you terminate your Account, you remain obligated to pay all outstanding fees, if any, incurred prior to termination relating to its use of the Platform and App.
B. If you violate any provision of this Terms and Conditions, RESE may terminate your Account on the Platform or App or alter, suspend or discontinue access to the Platform or App subject to RESE giving you prior notice.
C. RESE will not be liable whatsoever for any change to the Platform or App or any suspension or termination of access to or use of the Platform or App insofar as RESE has provided you with prior notice.
D. RESE will make commercially reasonable efforts to notify you of any material changes to this Terms and Conditions within a reasonable time. Your continued use of the Platform or App after updates are effective will represent agreement to the revised version of the Terms and Conditions. You are responsible for regularly reviewing updates to this Terms and Conditions published on your account on the Platform.
- PRIVACY POLICY AND OTHER GUIDELINES
A. Privacy Policy RESE will collect, use, store, and disclose personal information in accordance with its Privacy Policy. Please consult https://rese.africa/privacy-policy for more information, which is incorporated into, and made a part of, this Terms and Conditions.
B. Other Guidelines Your use of the Platform or App is subject to all additional guidelines, rules, and agreements applicable to the Platform or App or certain features of the Platform or App that RESE may post on, or link to, from the Platform or App, such as rules applicable to a particular product or content available through the Platform or App. All such terms are incorporated into, and made a part of, this Terms and Conditions.
C. Data Protection
I. RESE acknowledges that in providing the Services to you, RESE may be exposed to your Personal Data and, where applicable, Personal Data of your employees, customers and clients. It is mutually agreed that all Personal Data provided by you to RESE, or to which RESE may be exposed, shall constitute private confidential information and where applicable, Intellectual Property belonging to you.
II. It is mutually agreed that respective obligations under the provisions of the Nigerian Data Protection Act 2023 (“NDPA”) and any other relevant Nigerian laws, regulations or international standards applicable in Nigeria shall be complied with and neither party shall carry out any action in such a way as to breach or to cause the other party to breach any of its applicable obligations under NDPA.
D. Data Processing
I. RESE acknowledges that in providing the Services to you, you and RESE may be privy to the Personal Data of Data Subjects as defined under NDPA, RESE undertakes that it will process the Personal Data based only on documented instructions from the Data Subjects and in accordance with its contractual agreement with such Data Subjects.
II. It is mutually agreed that Personal Data of Data Subjects may be collected, stored and processed for the purposes of using the Services provided such collection/storage/ processing shall be carried out in accordance with NDPA.
III. It is agreed that appropriate technical and organizational measures to protect the Personal Data of Data Subjects against any unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration or disclosure shall be mutually implemented. These measures shall be appropriate/proportionate to the harm and risk which might result from any unauthorized or unlawful processing, accidental loss, destruction or damage to Personal Data and having regard to the nature of the Personal Data which is to be protected.
- INDEMNIFICATION
You agree to indemnify, defend, and hold harmless RESE from any and all claims and demands made by any third party due to or arising out of:
(a) Your breach of this Terms and Conditions;
(b) Your access to or misuse of the Platform or App being in violation of any law or the rights of a third party;
(c) any unrelated dispute or issue between you and any third party;
(d) any unauthorized User Materials you upload to, or otherwise make available through, the Platform or App;
(e) your wilful misconduct; and
(f) any other party’s unauthorized access to and/or use of the Platform or App using your account. RESE reserves the right, at its own expense, to assume the defense and control of any matter, and in that case, you agree to corporate with RESE’s defense of that claim.
- NO WARRANTIES BY RESE
A. RESE provides the Platform or App "as is," "with all faults" and "as available," and the entire risk as to satisfactory quality, performance, accuracy, and effort is with you. To the maximum extent permitted by applicable law, RESE and its suppliers make no representations, warranties or conditions, express or implied. RESE and its suppliers expressly disclaim any and all warranties or conditions, express, statutory and implied, including without limitation:
I. warranties or conditions of your ability, fitness for a particular purpose, workmanlike effort and accuracy;
II. warranties or conditions arising through course of dealing or usage of trade; and
III. warranties or conditions of uninterrupted or error-free access or use of the Platform or App.
B. No advice or information, whether oral or written, obtained by you through the Platform or App or any materials available through the Platform or App will create any warranty regarding any RESE-affiliated entity or the Platform or App that is not expressively stated in this Terms and Conditions.
C. RESE will not be liable for any delay or failure to perform its obligations under this Terms and Conditions to the extent that the delay or failure is caused by any of the following:
I. failure, interruption, infiltration or corruption of any hardware, software, or other telecommunications or data transmission system;
II. where a transaction is proven to be unauthorized or fraudulent or a security risk; interception or seizure compelled by Applicable Law;
III. circumstances beyond RESE’s reasonable control i.e. a force majeure event.
RESE disclaims all risk for any damage that may result from your use of or access to the Platform or App (other than as may be due to its fraud, default or negligence), your dealing with any other user, and any materials, including all user and RESE Materials, available through the Platform or App. You acknowledge that RESE will not be responsible for any damage to your property (including your computer system or mobile device used in connection with the services), or the loss of data that results from the use of the Platform or App or the download or use of those materials.
- LIMITATION OF LIABILITY AND EXCLUSIVE REMEDY
A. In no event will RESE or any of its affiliates be liable for any indirect, consequential, special, incidental, or punitive damages (including damages for loss of profits, goodwill, or any other intangible loss) arising out of, based on, or resulting from these terms of use set out in this Terms and Conditions or your use or access, or inability to use or access, the Platform or App or any materials on the Platform, whether based on
(a) breach of contract,
(b) breach of warranty,
(c) negligence, or
(d) any other cause of action, even if RESE has been advised of the possibility of such damages.
B. To the maximum extent permitted by applicable law, RESE assumes no liability or responsibility for any
(a) errors, mistakes, or inaccuracies of materials;
(b) personal injury or property damage, of any nature whatsoever, resulting from your access to or use of the Platform or App;
(c) any interruption or cessation of transmission to or from the Platform;
(d) any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Platform or App by any third party;
(e) any errors or omissions in any materials or for any loss or damage incurred as a result of the use of any materials posted, emailed, transmitted, or otherwise made available through the Platform or App; and/or
(f) user materials or the defamatory, offensive, or illegal conduct of any third party.
C. The aggregate liability of RESE and any of its affiliates to RESE for all claims arising out of or relating to the use of or inability to use any portion of the Platform or App or otherwise under these terms of use set out in this Terms and Conditions, whether in contract, tort, or otherwise, is limited to the sum earned by RESE in respect of the relevant transaction, events or circumstances giving rise to the claims.
- MISCELLANEOUS
A. You agree not to export from anywhere any part of the Platform or App provided to you, or any direct product thereof, except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.
B. RESE operates the Platform and App from its offices in Lagos, Nigeria, and makes no representation that the Platform or App are appropriate or available for use in other locations.
C. If any part of this Terms and Conditions is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Terms and Conditions will continue in effect.
D. The section titles in this Terms and Conditions are solely used for the convenience of the parties and have no legal or contractual significance.
E. RESE may assign its rights and responsibilities under this Terms and Conditions, in whole or in part, at any time upon giving general prior notice.
F. RESE’s failure to act with respect to a breach by you or other Users does not waive RESE’s right to act with respect to subsequent or similar breaches.
G. Except as expressly stated herein, this Terms and Conditions, and all expressly incorporated terms and agreements, constitute the entire agreement between you and RESE with respect to the Platform or App and supersede all prior or contemporaneous communications of any kind between you and RESE with respect to the Platform or App.
- COMMUNICATIONS
A. By using the Platform or App, you consent to receiving certain electronic communications from RESE as further described in the Privacy Policy. Please read the Privacy Policy to learn more. You agree that any notices, agreements, disclosures, or other communications that RESE sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
B. Communication by you to RESE shall be in writing, and shall be delivered personally, via email or registered post or sent by courier as follows:
Attention: MD/CEO
Rese Advanced Technologies Limited
6th Floor, Church House,
29 Marina Road,
Marina,
Lagos.
Nigeria.
Email: info@rese.africa
Telephone: +234 811 100 0080
C. The Platform or App may provide web forms, links, or contact information, including phone numbers, that can connect you with RESE or third parties, such as real estate agents and Third-Party Providers. Communications through these methods may be routed through a third-party service ("Communications Service"). Calls may be recorded or monitored for quality assurance and customer service purposes. You will be notified at the beginning of a call if it may be recorded or monitored. You hereby acknowledge that you consent to such recording and monitoring by RESE or the Communications Service.
D. All non-transaction-related communications on the Platform or App are explicitly prohibited. Where there is a default, RESE is authorized to deactivate your account; or to take such other punitive measures as it may consider.
- GOVERNING LAW AND DISPUTE RESOLUTION
A. This Terms and Conditions shall be governed by the laws of the Federal Republic of Nigeria. You agree to submit to the personal and exclusive jurisdiction of the courts in Nigeria for any and all disputes, claims and actions arising from or in connection with the Platform or App and/or these terms of use set out in this Terms and Conditions
B. Any dispute, difference, question or conflict arising out of or in connection with the Platform and App, this Terms and Conditions or howsoever between the Parties hereto including questions as to the validity or otherwise of this Terms and Conditions shall be amicably resolved between the Parties within a period of fifteen (15) Business Days.
C. Failing agreement, it shall be referred to arbitration by a single arbitrator appointed by a consensus of the parties hereto or failing such consensus, by the Chairman for the time being of the Chartered Institute of Arbitration (UK) Nigeria branch. The arbitral proceedings shall be conducted in Lagos and in accordance with the Arbitration and Conciliation Act Cap A18 Laws of the Federation of Nigeria 2004. The existence of arbitration proceedings during the existence of this Terms and Conditions shall not suspend your obligations as contained herein. It is mutually agreed that contents of the arbitral proceedings shall be kept strictly confidential. The decision of the Arbitrator and award granted shall be final. The right to arbitrate disputes or claims under this Terms and Conditions shall survive its termination.
- NON-CIRCUMVENTION
A. It is mutually agreed that there shall be no circumvention or attempted circumvention, in any manner, directly, or indirectly, of this Terms and Conditions so as to otherwise deprive/deny any of the benefits intended under or pursuant to this Terms and Conditions.
B. It is mutually acknowledged and agreed that there shall be a duty of utmost good faith in relation to respective obligations under this Terms and Conditions.
C. In the event of a circumvention of the provisions of this Terms and Conditions, a right to claim for any direct losses arising from such act of circumvention shall enure.
- NOTICES
A. Any notice given under this Terms and Conditions shall be in writing and shall be delivered personally, via email or registered post or sent by courier to the registered address as indicated:
B. All notices shall be deemed to be received by the addressee on the date of delivery with proof thereof or on the 10th (tenth) business day after posting thereof.
- UNETHICAL BUSINESS PRACTICES
Your Policy is to conduct your business in an open and transparent way and does not condone corrupt or misgoverned business practices. RESE will not under any circumstances offer, promise or make any gift, payment, loan, reward, inducement, benefit or other advantage, which may be construed as being made to solicit any favour, to you nor any of your employees/agents. Such an act or any unethical business practice will constitute a material breach of this Terms and Conditions and the you will be entitled to terminate this Terms and Conditions forthwith, without prejudice to any rights. - INFORMATION TECHNOLOGY SECURITY
RESE hereby undertakes that it shall comply with all applicable legislation and the provisions and requirements for third parties stated within your information security policies, standards and procedures provided that the security policies, standards and procedures are made available to RESE and you notify RESE promptly of any changes or updates to the said policies, standards and procedures. - Sustainability
A. RESE warrants and represents to you that it is in full compliance with all applicable laws, regulations and practices relating to the protection of the environment and its social responsibility applicable to its industry and/or provision of the service, and hereby undertakes to continue to do so for the period of the provision of the service.
B. RESE agrees and undertakes to follow good Environmental, Social and Governance (“ESG”) practices relevant to its industry and/or provision of the service, and to continually strive to improve its ESG practices.
C. In addition, RESE agrees and undertakes as appropriate, as follows: I.to conduct regular assessments on the impact of the ESG Risks on its business and/or on the provision of the services; II.to set clear ESG targets, including finding ways to mitigate and/or reduce the ESG Risks associated with its business and/or with the provision of the services. The measures taken must at all times always be of a minimum standard required by all applicable laws, and be of a standard no less than the best industry practice; III.where appropriate to obtain external certification and/or recognition for its ESG practices; IV.where reasonably practicable to encourage its own suppliers to follow good ESG practices as set out herein
- SANCTIONS
A. RESE declares warrants, represents and undertakes to you, that:
I. it will not use (or otherwise make available) the proceeds under this Terms and Conditions for the purposes of financing, directly or indirectly, the activities of any person or entity which is sanctioned or in a country which is subject to any sanctions;
II. it will not contribute or otherwise make available, directly or indirectly, the proceeds of this contract to any other person or entity if such party uses or intends to use such proceeds for the purpose of financing the activities of any person or entity which is subject to any sanctions;
III. it is not involved in any illegal or terrorist activities; and IV.none of its bank accounts are being used fraudulently, negligently, for illegal or terrorist activities, or for any purpose that does not comply with any law.
B. RESE hereby indemnifies and holds you and/or any of your related entity harmless against any actions, proceedings, claims and/or demands that may be brought against you and/or your related entity and all losses, damages, costs and expenses which you and/or your related entity may incur or sustain, in connection with or arising out of:
I. the seizure, blocking or withholding of any funds by any sanctioning body; and
II. the breach of any warranties as set out in this agreement.
C. Payment under the above indemnity shall be made by RESE on demand by you and/or your related entity. The provisions of this paragraph constitute a stipulation for the benefit of each of your related entities which is not a direct party to this Terms and Conditions, capable of acceptance by such related entity at any time and in any manner permitted by law.
