Terms & Conditions

1. Introduction

These Terms and Conditions ("Terms") govern the provision of real estate agency, property marketing, sales, letting, property management, consultancy and related services by Zipolo Nigeria Ltd ("the Company", "we", "us" or "our") to clients, property owners, vendors, landlords, purchasers, tenants, investors and other customers ("the Client", "you" or "your").

By engaging our services, signing an agency agreement, submitting an instruction, making a payment for our services, or otherwise accepting our services, you acknowledge that you have read, understood and agreed to these Terms, together with any specific written agreement applicable to your transaction.

These Terms operate subject to applicable Nigerian federal and state laws and regulations. Where a specific written agreement conflicts with these Terms, the specific agreement shall prevail to the extent of the inconsistency.

2. Scope of Services

Depending on the engagement agreed with the Client, the Company may provide: property sales and acquisition services; property letting and rental services; property marketing and advertising; property inspection and viewing arrangements; property sourcing and buyer representation; land and property investment consultancy; property management; property development consultancy; property valuation through appropriately qualified professionals where required; property documentation coordination; surveying and title-verification coordination through appropriate professionals; negotiation between parties; facility and estate management; and other real estate-related services expressly agreed in writing.

The precise scope of each engagement shall be stated in the applicable agency or service agreement.

3. Agency Relationship

The Company shall clearly disclose the capacity in which it is acting in a transaction, including, where applicable, as: vendor's/landlord's agent; buyer's/tenant's representative; property manager; marketing agent; introducing agent; or another agreed professional capacity.

Where the Company represents one party exclusively, it shall not knowingly misrepresent that relationship to another party. The nature and scope of the agency relationship shall be documented in writing before substantial services are undertaken.

4. Authority to Market Property

A property shall only be marketed by the Company where the Company has received appropriate authority from the owner or authorised representative. The Client warrants that: the Client has the legal authority to instruct the Company; information supplied concerning the property is accurate to the best of the Client's knowledge; the Client has disclosed known encumbrances, disputes, mortgages, adverse claims, restrictions or competing interests; the Client has authority to sell, lease or otherwise transact in respect of the property; and documents supplied to the Company are genuine and have not been knowingly altered or falsified.

The Company may suspend or withdraw a listing where there are reasonable concerns regarding ownership, authority, documentation, fraud, misleading information or legality.

5. Property Information and Verification

The Company shall exercise reasonable professional care in handling information supplied by clients and property owners. Unless expressly engaged and legally qualified to do so, the Company does not warrant that every document relating to a property constitutes conclusive proof of title.

Where appropriate, Clients are encouraged to obtain independent advice from qualified legal practitioners, surveyors, estate surveyors and valuers, town planners, engineers, architects, financial advisers or other relevant professionals. The existence of an advertisement, inspection or negotiation does not constitute a guarantee that the property is free from encumbrances.

6. Client Due Diligence

A prospective purchaser or tenant is responsible for conducting appropriate due diligence before completing a transaction. This may include verifying ownership, title documents, survey plans, government acquisition status, planning status, existing mortgages or encumbrances, litigation, physical boundaries, development approvals, outstanding statutory charges, building condition, land-use restrictions, and any other matter material to the intended transaction.

The Company shall provide reasonable assistance within the scope of its engagement but shall not be responsible for professional matters outside its agreed mandate.

7. Property Inspections and Viewings

Property inspections shall normally be conducted by appointment. Clients and prospective purchasers/tenants must follow reasonable instructions during inspections, respect the property and its occupants, avoid removing or damaging property, not enter restricted areas without permission, not make unauthorised recordings where prohibited, and not negotiate around the Company where the Company has introduced the property and remains the authorised agent.

The Company may refuse or postpone an inspection where security, safety, ownership or access concerns exist.

8. Pricing and Property Representations

Property prices, rental values and other commercial terms are normally based on information supplied by the owner, market conditions or professional advice where applicable. Unless expressly stated otherwise, an advertised price is not an unconditional offer or guarantee that the property will transact at that price.

The Company shall not knowingly publish materially false, deceptive or misleading property information. Clients must promptly notify the Company of changes to price, availability, ownership, property condition, tenancy status, development status or any material fact affecting the transaction.

9. Professional Fees and Commission

All agency commissions, professional fees, marketing charges, inspection charges and other applicable fees shall be disclosed and agreed in writing before they become payable. The applicable fee may be a percentage of the transaction value, a fixed amount, a negotiated professional fee, a management fee, a marketing or advertising charge, or another agreed charge.

Unless otherwise agreed in writing, a party who has formally engaged the Company's services shall be responsible for the agreed professional fee. The Company shall not knowingly impose undisclosed commissions or hidden charges.

10. Payment Terms

Payments shall be made only through the Company's officially designated payment channels. The Company may require payment of agreed fees before or upon completion of specified stages of the assignment. Clients should not make payments to individual staff members' personal accounts unless expressly authorised in writing by the Company. Receipts or appropriate payment acknowledgements shall be issued for payments received.

11. Third-Party Costs

Unless expressly stated otherwise, the Company's professional fees do not automatically include third-party expenses such as legal fees, survey fees, valuation fees, government charges, registration fees, stamp duties, consent fees, search fees, taxes, advertising expenses, bank charges, documentation fees, or other statutory or professional charges. The party responsible for each expense shall be identified in the relevant transaction agreement.

12. Exclusive Agency

Where the Client grants the Company an exclusive agency mandate, the Client shall not appoint another agent to perform the same assignment during the agreed exclusivity period unless permitted by the written agreement. The Client shall disclose any existing agency or representation agreement concerning the property.

13. Non-Circumvention

Where the Company introduces a Client, purchaser, tenant, investor, vendor or property to another party, the parties shall not deliberately circumvent the Company for the purpose of avoiding an agreed commission or professional fee. Where a transaction is subsequently completed with a party introduced by the Company within the agreed protection period, the Company's agreed fee may remain payable in accordance with the agency agreement.

14. Marketing and Advertising

The Client authorises the Company, where agreed, to market the property through appropriate channels including websites, social media, digital advertising, property portals, signboards, printed materials, photography, video, direct marketing, and other lawful promotional channels. The Company shall take reasonable steps to avoid materially misleading advertising.

15. Photographs, Videos and Marketing Materials

Unless otherwise agreed, the Company may use photographs, videos, floor plans and other materials relating to a property solely for the purpose of providing the agreed real estate services. The Client warrants that materials supplied to the Company do not knowingly infringe the rights of third parties.

16. Confidentiality

The Company shall take reasonable steps to protect confidential information received from Clients in connection with an agency relationship. Confidential information shall not ordinarily be disclosed to third parties except with the Client's consent, where necessary to perform the agreed service, where required by law, for fraud prevention or compliance, or to protect the Company's legal rights.

17. Personal Data and Privacy

The Company may collect and process personal information reasonably necessary to identify Clients and transaction parties, conduct due diligence, perform agency services, communicate with Clients, process payments, maintain transaction records, meet legal and regulatory obligations, and prevent fraud. Personal information shall be handled in accordance with applicable Nigerian data-protection requirements.

18. Anti-Fraud, KYC and Anti-Money-Laundering

The Company may conduct identity verification, Know-Your-Customer (KYC), source-of-funds checks or other compliance procedures where required or considered reasonably necessary, and may decline, suspend or terminate a transaction where identity cannot reasonably be verified, documents appear fraudulent, or continuing the transaction may expose the Company to legal or regulatory risk.

19. Consumer Protection and Fair Dealing

The Company shall conduct its services honestly, professionally and transparently. Nothing in these Terms shall exclude a statutory right that cannot lawfully be excluded, authorise unlawful conduct, permit fraudulent or deceptive practices, or unreasonably deprive a consumer of rights provided by applicable law.

20. Liability

The Company shall exercise reasonable care and professional diligence in providing its services. However, the Company shall not be responsible for losses arising solely from false or incomplete information supplied by a Client or third party, fraud committed independently by a third party, government action or changes in law, delays by third parties, acts of God, or a Client's failure to obtain independent professional advice where reasonably necessary. Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

21. Independent Professional Advice

Real estate transactions may involve substantial financial and legal consequences. The Company recommends that Clients obtain independent legal advice before signing sale agreements, leases, development agreements, joint-venture agreements, powers of attorney or other legally binding documents.

22. Property Management

Where the Company is appointed as property manager, the parties shall execute a separate property-management agreement specifying management fees, rent collection arrangements, maintenance responsibilities, repair approval limits, tenant management, inspection frequency, emergency procedures, accounting and remittance arrangements, insurance responsibilities and termination provisions. That agreement shall prevail over these general Terms where there is an inconsistency.

23. Tenancy and Letting Services

For letting transactions, the Company may facilitate communication between landlords and prospective tenants. Unless expressly agreed, the Company does not guarantee tenant behaviour, rent payment after commencement of tenancy, property condition after handover, landlord performance, or the continued existence of a tenancy. The rights and obligations of landlords and tenants shall ultimately be governed by the applicable tenancy agreement and relevant law.

24. Refunds

Refunds shall be governed by the specific transaction agreement and applicable law. Where the Company has already performed substantial services, professional fees may remain payable even if the Client subsequently decides not to proceed, subject to the terms of the relevant engagement. The Company shall not rely on a blanket "no refund" provision to defeat rights that cannot lawfully be excluded.

25. Termination

Either party may terminate an agency relationship in accordance with the applicable written agreement. The Company may terminate or suspend its services where the Client provides materially false information, requests unlawful conduct, required fees remain unpaid, the property cannot reasonably be verified, the Company reasonably suspects fraud, the Client breaches the agency agreement, or continuing the engagement creates unacceptable legal or reputational risk. Termination shall not automatically extinguish rights or obligations that accrued before termination.

26. Dispute Resolution

The parties shall first attempt to resolve disputes through good-faith negotiation. Where negotiation fails, the parties may agree to mediation or another appropriate alternative-dispute-resolution mechanism before commencing litigation, except where urgent legal relief is required.

27. Governing Law and Jurisdiction

These Terms shall be interpreted in accordance with the laws of the Federal Republic of Nigeria and, where applicable, the laws of the State in which the relevant property or transaction is situated. Subject to any agreed dispute-resolution procedure, disputes shall be submitted to a court or other competent forum having lawful jurisdiction.

28. Regulatory Compliance

The Company shall comply with applicable laws and regulations relevant to the services it provides. Where a particular service is legally restricted to a registered or licensed professional, the Company shall engage or refer the matter to an appropriately qualified professional.

29. Changes to These Terms

The Company may periodically update these Terms to reflect changes in law, regulation, business practice or services. Material changes affecting an existing Client relationship shall, where appropriate, be communicated to the Client.

30. Severability

If any provision of these Terms is determined by a competent authority to be unlawful, invalid or unenforceable, that provision shall be modified or severed to the extent necessary, while the remaining provisions shall continue in effect.

31. Entire Agreement

These Terms, together with the applicable agency agreement, service agreement, property-management agreement, offer, invoice or other written transaction documents, constitute the agreement between the Company and the Client concerning the relevant services. No verbal representation shall override a written agreement unless confirmed in writing by an authorised representative of the Company.