Terms of Service

1. Definitions and Interpretation

In these Terms, unless the context requires otherwise, the following definitions apply:

• "Account" means the registered user account created by you on the Platform, including all associated profile information, credentials, and settings.
• "Agent" or "Realtor" means a licensed or registered real estate professional who uses the Platform to list properties, manage leads, and conduct business.
• "Consumer" or "Buyer" means any individual who accesses the Platform to search for, view, save, compare, or enquire about property listings.
• "Content" means any text, images, photographs, videos, data, listings, reviews, comments, or other materials uploaded, submitted, or transmitted through the Platform by any User.
• "CRM" means Customer Relationship Management, referring to the Platform's lead management and client communication tools.
• "Developer" means a property development company or individual developer who uses the Platform to list off-plan developments, investment projects, and new-build properties.
• "IDX" means Internet Data Exchange, the system by which property listings on the MLS are distributed to and displayed on third-party websites.
• "Listing" means a property advertisement published on the Platform by an Agent or Developer, including all associated media, descriptions, pricing, and metadata.
• "MLS" means Multiple Listing Service, the centralized database of property listings maintained by the Platform.
• "Pay Small Small" means the Platform's instalment-based or fractional payment facilitation feature for property transactions.
• "Platform" means the Smart Estate MLS website at smartestateio.com, all sub-domains, mobile applications, APIs, widgets, plugins, and any related services operated by the Company.
• "Subscription" means the recurring paid plan selected by an Agent or Developer to access premium features of the Platform.
• "TitleSecure" means the Platform's upcoming title verification and due diligence reporting service (not yet launched — currently in development).
• "Trust Tenant" means the Platform's tenant screening and background verification service for landlords and property managers.
• "User" means any person or entity that accesses, browses, or uses the Platform, regardless of whether they have created an Account.

1.2 Interpretation. In these Terms: (a) headings are for convenience only and do not affect interpretation; (b) words importing the singular include the plural and vice versa; (c) references to "including" or "includes" mean "including but not limited to"; (d) references to legislation include any amendments, re-enactments, or successor legislation; (e) references to monetary amounts are in Nigerian Naira (NGN/₦) unless otherwise specified.

2. Acceptance of Terms

2.1 By accessing, browsing, or using the Platform in any manner, you signify that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any additional guidelines, policies, or rules posted on the Platform (collectively, the "Agreement"). If you do not agree with any part of these Terms, you must immediately discontinue use of the Platform.

2.2 By creating an Account, you further represent and warrant that: (a) you have the legal capacity and authority to enter into this Agreement; (b) you are not prohibited by any applicable law from using the Platform; (c) all information you provide during registration is truthful, accurate, and complete; and (d) you will maintain the accuracy of such information throughout the duration of your Account.

2.3 If you are accessing or using the Platform on behalf of a company, organisation, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms and that the entity agrees to be bound hereby. In such case, "you" and "your" shall refer to both you as an individual and the entity you represent.

2.4 Your continued use of the Platform after any modification to these Terms (as described in Section 16) constitutes your acceptance of the modified Terms.

3. Eligibility and Account Registration

3.1 Age Requirement. You must be at least eighteen (18) years of age to create an Account or use any transactional feature of the Platform. Consumers under eighteen (18) but at least thirteen (13) years of age may browse publicly available listings with the consent of a parent or legal guardian, but may not create an Account, submit enquiries, or engage in any transaction. We do not knowingly collect personal information from children under thirteen (13).

3.2 Registration Information. When creating an Account, you must provide truthful, accurate, current, and complete information as prompted by the registration form. This includes, but is not limited to, your full legal name, valid email address, telephone number, and, where applicable, professional licence or registration details. You agree to promptly update your Account information to keep it accurate and current.

3.3 Account Security. You are solely responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account. You must: (a) choose a strong password of at least eight (8) characters containing a mix of upper-case letters, lower-case letters, numbers, and special characters; (b) not share your credentials with any third party; (c) not use another User's Account without authorisation; and (d) immediately notify us at info@smartestateio.com if you suspect unauthorised access to your Account. We shall not be liable for any loss or damage arising from your failure to comply with this Section.

3.4 One Account Per User. Each individual or entity may maintain only one Account of each type on the Platform. Creating multiple Accounts to circumvent restrictions, inflate reviews, or manipulate listings is strictly prohibited and constitutes grounds for immediate termination of all associated Accounts.

3.5 Account Verification. We reserve the right to verify the identity and credentials of any User at any time. We may request additional documentation, including but not limited to government-issued identification, professional licences, corporate registration documents, or proof of address. Failure to provide requested verification documents within the specified timeframe may result in Account suspension or termination.

4. User Types and Role-Based Access

The Platform supports the following User types, each with distinct permissions, obligations, and feature access:

4.1 Consumers / Buyers. Consumer accounts may: (a) search and browse all publicly available property listings; (b) save and bookmark properties to personal collections; (c) compare properties using the Platform's comparison tools; (d) submit enquiries to Agents and Developers regarding specific listings; (e) leave reviews and ratings for Agents with whom they have transacted; (f) access market reports and neighbourhood data where available; and (g) subscribe to alerts for new listings matching saved search criteria. Consumers may not: list properties, access the CRM dashboard, view lead data, or access any Agent-tier or Developer-tier features.

4.2 Realtors / Agents. Agent accounts may, subject to an active Subscription: (a) list residential, commercial, and land properties for sale, rent, or shortlet; (b) manage incoming leads and enquiries via the CRM dashboard; (c) respond to Consumer enquiries through the Platform's messaging system; (d) access analytics regarding listing performance, views, and engagement; (e) distribute listings via IDX to third-party websites; (f) order TitleSecure reports and Market Reports; (g) utilise AI-powered valuation estimates for listed properties; (h) build and manage their realtor profile page; and (i) access the website building tools included in their Subscription tier. Agents may not: list off-plan developments or new-build projects (which require a Developer account), create listings for properties they are not authorised to market, or access administrative functions.

4.3 Developers. Developer accounts may, subject to an active Subscription: (a) list off-plan developments, new-build projects, and investment opportunities; (b) create and manage development project pages with floor plans, timelines, and pricing; (c) manage incoming leads and buyer interest via the CRM dashboard; (d) access all analytics and reporting features available to Agents; (e) utilise the Pay Small Small instalment facilitation feature for eligible developments; (f) distribute listings via IDX; and (g) access all services available under their Subscription tier. Developers may not: list individual resale properties (which require an Agent account) or access administrative functions.

4.4 Admin Users. Admin accounts are reserved exclusively for authorised employees and contractors of Smart Estate Technology Ltd. Admin users have elevated platform access for the purposes of content moderation, user management, listing review, dispute resolution, system configuration, and data oversight. Admin accounts are governed by separate internal policies and are not available for public registration. Any attempt to gain unauthorised administrative access constitutes a material breach of these Terms and may be reported to law enforcement authorities.

5. Platform Services Description

The Platform provides the following services, subject to availability, Subscription tier, and these Terms:

5.1 MLS Platform. The core Multiple Listing Service is a centralised, searchable database of real estate listings in Nigeria. The MLS enables Agents and Developers to publish property listings with structured data (price, location, specifications, media) and enables Consumers to search, filter, and discover properties. The MLS maintains listing quality standards and enforces data accuracy requirements.

5.2 IDX Plugin. The Internet Data Exchange plugin allows subscribed Agents and Developers to embed MLS listings on their own websites. The IDX plugin is provided as a WordPress plugin and/or embeddable widget. Use of the IDX plugin is governed by a separate licence agreement and is subject to compliance with these Terms. IDX data remains the property of the Platform and may not be scraped, cached, or redistributed beyond the authorised display context.

5.3 CRM Dashboard. The Customer Relationship Management dashboard provides Agents and Developers with tools to manage leads, track enquiries, schedule follow-ups, segment contacts, and analyse conversion pipelines. CRM data is confidential to each User and is not shared with other Users. We reserve the right to use anonymised and aggregated CRM data for analytics and platform improvement purposes.

5.4 Website Building Services. The Platform may offer website creation and hosting tools for Agents and Developers to build professional real estate websites integrated with their MLS listings. Websites built using these tools must comply with these Terms and may not be used to host content unrelated to real estate or the User's professional activities.

5.5 Home Evaluation Tool. The Platform provides an AI-powered property valuation estimation tool. This tool generates automated estimates based on available market data, comparable transactions, and algorithmic modelling. These estimates are for informational purposes only and do not constitute professional appraisals, valuations, or financial advice. See Section 10 for the complete AI disclaimer.

5.6 TitleSecure™. TitleSecure is a title verification and due diligence reporting service that assists Users in assessing the legitimacy and encumbrance status of property titles. TitleSecure reports are compiled from available public records and third-party data sources. While we endeavour to ensure accuracy, TitleSecure reports do not guarantee clear title and do not replace professional legal advice from a qualified solicitor. Users are strongly advised to engage independent legal counsel before completing any property transaction.

5.7 Trust Tenant™. Trust Tenant is a tenant screening service that assists landlords and property managers in evaluating prospective tenants. The service may include identity verification, reference checks, employment verification, and rental history assessment. Trust Tenant reports are based on information provided by the prospective tenant and available third-party data. We do not guarantee the completeness or accuracy of any screening report. Landlords and property managers remain solely responsible for their tenancy decisions and must comply with all applicable anti-discrimination laws.

5.8 Pay Small Small™. Pay Small Small is a facilitation feature that enables structured instalment payment arrangements for eligible property transactions, particularly off-plan developments. The Platform facilitates the payment structure and provides escrow-like tracking, but is not a financial institution, lender, or credit provider. Pay Small Small arrangements are subject to separate terms agreed between the buyer and the Developer or their designated payment partner. The Company is not a party to, nor guarantor of, any instalment arrangement.

5.9 Market Reports. The Platform may generate and distribute market reports containing aggregated data on property prices, transaction volumes, neighbourhood trends, and market indicators. Market reports are for informational and educational purposes only. They do not constitute investment advice, financial advice, or recommendations to buy, sell, or hold any property. Past performance data does not guarantee future results.

6. Listing and Content Standards

6.1 Accuracy Requirements. All Listings must be truthful, accurate, and up to date. Agents and Developers must ensure that: (a) the property described in the Listing actually exists and is available for the stated transaction type; (b) pricing information is current and reflects the actual asking price; (c) property specifications (bedrooms, bathrooms, square footage, amenities) are accurate; (d) photographs and media depict the actual property in its current condition; (e) location data (address, neighbourhood, LGA, state) is correct; and (f) the lister has the authority or mandate to market the property.

6.2 Prohibited Content. The following types of content are strictly prohibited on the Platform: (a) fraudulent or fictitious listings for properties that do not exist; (b) bait-and-switch listings where the advertised property differs materially from the actual offering; (c) content that infringes upon the intellectual property rights of any third party; (d) photographs of properties without the consent of the property owner; (e) content that is obscene, defamatory, threatening, harassing, or discriminatory; (f) misleading or deceptive claims about property features, valuations, or investment returns; (g) listings for properties involved in known legal disputes or government acquisition without appropriate disclosure; (h) spam, advertising for unrelated products or services, or unsolicited commercial messages; and (i) content that violates any applicable law or regulation.

6.3 Duplicate Listing Policy. Each property may be listed only once on the Platform. Duplicate listings — whether by the same Agent, the same agency, or multiple competing Agents — are strictly prohibited. Where multiple Agents have a mandate to market the same property, only the Agent who first publishes a compliant Listing shall retain it. Subsequent duplicate listings will be removed. Persistent duplication will result in Account penalties, including suspension.

6.4 Content Moderation. We reserve the right, but are not obligated, to review, edit, remove, or refuse to publish any Content that, in our sole discretion, violates these Terms, is inaccurate, is misleading, or is otherwise objectionable. Moderation decisions are final and not subject to appeal, except through the dispute resolution process described in Section 15.

6.5 Listing Expiry and Maintenance. Listings must be kept current. Properties that have been sold, rented, or withdrawn from the market must be promptly updated or delisted. The Platform may automatically deactivate Listings that have not been updated within a period determined by us. Agents and Developers are responsible for maintaining the currency of their Listings at all times.

7. Verification and Compliance

7.1 Agent Verification. Agents registering on the Platform may be required to provide evidence of professional registration or licensing, which may include: (a) a valid Lagos State Real Estate Regulatory Authority (LASRERA) licence, where the Agent operates in Lagos State; (b) membership or certification from the Nigerian Institution of Estate Surveyors and Valuers (NIESV), where applicable; (c) a valid government-issued identification document (National ID, International Passport, Driver's Licence, or Voter's Card); (d) proof of business registration with the Corporate Affairs Commission (CAC) under CAMA 2020, where the Agent operates as a registered business; and (e) any other documentation we may reasonably request.

7.2 Developer Verification. Developers registering on the Platform must provide: (a) a valid Certificate of Incorporation or Registration issued by the Corporate Affairs Commission (CAC); (b) evidence of the development project, which may include planning permits, building approvals, or letters of allocation from relevant state authorities; (c) valid identification of at least one authorised representative; and (d) any other documentation we may reasonably request. Developers listing off-plan projects must disclose the project's current stage of development and expected completion timeline.

7.3 Verification Status. The Platform may display verification badges or status indicators on Agent and Developer profiles. A "Verified" badge indicates only that the User has submitted documentation that has been reviewed and accepted by us. It does not constitute an endorsement, guarantee, or warranty of the User's professional competence, financial standing, or the quality of their services. Consumers are advised to conduct their own due diligence before engaging with any Agent or Developer.

7.4 Ongoing Compliance. Verified Users must maintain their professional registrations and licences in good standing throughout the term of their use of the Platform. If any licence, registration, or certification expires, is revoked, or is suspended, the User must immediately notify us and cease listing activities until the matter is resolved. We reserve the right to periodically re-verify credentials and to suspend or terminate Accounts where compliance lapses are detected.

8. Subscription Plans and Payments

8.1 Subscription Tiers. The Platform offers multiple Subscription tiers for Agents and Developers, each providing different levels of feature access, listing quotas, and service inclusions. Current Subscription tiers, pricing, and feature details are published on the Platform's pricing page. We reserve the right to modify Subscription tiers, features, and pricing at any time, subject to Section 8.6.

8.2 Payment Processing. All payments are processed through Paystack, a licensed payment processor. By subscribing to a paid plan, you authorise Paystack to charge your designated payment method. You acknowledge that we do not directly process, store, or handle your payment card details. Payment processing is subject to Paystack's terms of service and privacy policy in addition to these Terms.

8.3 Auto-Renewal. Subscriptions automatically renew at the end of each billing cycle (monthly or annually, as applicable) unless cancelled prior to the renewal date. You will be charged the then-current Subscription fee at each renewal. We will endeavour to send a reminder notification prior to each renewal, but failure to receive such notification does not affect the auto-renewal or your obligation to pay.

8.4 Cancellation. You may cancel your Subscription at any time through your Account settings or by contacting us at info@smartestateio.com. Cancellation takes effect at the end of the current billing period. Upon cancellation: (a) you will retain access to paid features until the end of the current billing period; (b) your Listings will remain visible until the billing period expires, after which they will be deactivated (not deleted); (c) you may reactivate your Subscription at any time to restore access.

8.5 Refund Policy. Subscription fees are generally non-refundable. However, refunds may be considered at our sole discretion in the following circumstances: (a) documented technical failure on our part that prevented you from using the Platform for a material portion of the billing period; (b) an erroneous or duplicate charge. Requests for refunds must be submitted within fourteen (14) days of the charge in question. Service fees for TitleSecure, Trust Tenant, Market Reports, and other one-time services are non-refundable once the service has been initiated or the report has been generated.

8.6 Price Changes. We may adjust Subscription pricing at any time. Existing subscribers will be given at least thirty (30) days' written notice (via email to the address associated with their Account) before any price increase takes effect. If you do not agree with a price change, you may cancel your Subscription before the new pricing takes effect. Continued use of the Platform after the price change constitutes acceptance of the new pricing.

8.7 Taxes. All fees and prices displayed on the Platform are exclusive of applicable taxes unless otherwise stated. You are solely responsible for any taxes, duties, or levies imposed by applicable tax authorities in connection with your use of the Platform and payment of Subscription fees.

9. Intellectual Property Rights

9.1 Platform IP. The Platform, including all software, code, algorithms, databases, designs, graphics, logos, trademarks, service marks (including but not limited to "Smart Estate MLS", "TitleSecure", "Trust Tenant", "Pay Small Small", and associated logos), text, images, and other materials created by or on behalf of the Company (collectively, "Company IP"), is the exclusive property of Smart Estate Technology Ltd and is protected by Nigerian copyright law, international copyright treaties, trademark law, and other applicable intellectual property laws. No right, title, or interest in any Company IP is transferred to you by virtue of your use of the Platform.

9.2 User Content Licence. You retain ownership of Content you upload to the Platform. However, by uploading, submitting, or publishing Content on the Platform, you grant us a worldwide, non-exclusive, royalty-free, transferable, sub-licensable licence to use, reproduce, modify, adapt, publish, translate, distribute, and display such Content for the purposes of: (a) operating, promoting, and improving the Platform; (b) distributing Listings via IDX to authorised third-party websites; (c) generating market reports and aggregated analytics; and (d) any other purpose reasonably related to the provision of the Platform's services. This licence survives termination of your Account for Content that has been distributed, cached, or incorporated into aggregated datasets, but we will cease active display of your Listings within a reasonable time after Account termination.

9.3 Brand Usage. You may not use, reproduce, or display any Company trademarks, logos, or branding materials without our prior written consent. IDX plugin users are granted a limited, revocable licence to display the "Powered by Smart Estate MLS" attribution badge in connection with their authorised IDX display. Any other use of our branding requires a separate written agreement.

9.4 Copyright Infringement Notices. If you believe that your copyrighted work has been infringed upon through Content posted on the Platform, you may submit a written notice to info@smartestateio.com containing: (a) identification of the copyrighted work; (b) identification of the infringing material and its location on the Platform; (c) a statement of good faith belief that the use is unauthorised; (d) your contact information; and (e) a statement, under penalty of perjury, that the information is accurate and that you are the copyright owner or authorised to act on their behalf.

10. AI-Powered Features Disclaimer

10.1 Nature of AI Outputs. The Platform utilises artificial intelligence and machine learning technologies in various features, including but not limited to the Home Evaluation Tool, market trend analyses, listing recommendations, and content generation. You acknowledge and agree that all outputs generated by AI-powered features are automated estimates, predictions, or suggestions only. They are not, and must not be treated as, professional appraisals, valuations, legal opinions, financial advice, or recommendations.

10.2 No Professional Appraisal. AI-generated property valuations and estimates are based on algorithmic analysis of available data, including comparable transactions, market trends, and property attributes. These estimates may be inaccurate, incomplete, or outdated. They do not account for the specific condition of a property, hidden defects, legal encumbrances, or factors that would be identified through a physical inspection. AI valuations do not replace and must not be substituted for a formal property valuation conducted by a qualified and registered estate surveyor and valuer.

10.3 Limitation of AI Liability. To the maximum extent permitted by law, we disclaim all liability for any loss, damage, or expense incurred as a result of reliance on AI-generated outputs from the Platform. You assume full responsibility for any decisions made based on AI-generated information. We strongly recommend that you seek independent professional advice from qualified professionals (estate surveyors, solicitors, financial advisors) before making any property transaction or investment decision.

10.4 Data Inputs. The quality and accuracy of AI outputs depend on the quality and completeness of input data, which may include data provided by Users, publicly available data, and third-party data sources. We do not warrant the accuracy, completeness, or timeliness of any data used in AI processing.

11. Data Processing and Privacy

11.1 Your use of the Platform is also governed by our Privacy Policy, which is incorporated herein by reference. The Privacy Policy describes how we collect, use, store, and disclose your personal data.

11.2 We process personal data in accordance with the Nigeria Data Protection Act (NDPA) 2023, the Nigeria Data Protection Regulation (NDPR) 2019 (to the extent it remains applicable), and, where we process data of individuals located in the European Economic Area, the General Data Protection Regulation (GDPR) (EU) 2016/679.

11.3 By using the Platform, you consent to the collection and processing of your personal data as described in the Privacy Policy. Where consent is the legal basis for processing, you may withdraw your consent at any time by contacting us, without affecting the lawfulness of processing based on consent before its withdrawal.

11.4 Agents and Developers who collect personal data from Consumers through the Platform (e.g., lead enquiry information) are independent data controllers in respect of such data and are responsible for ensuring their own compliance with applicable data protection laws. The Company is not liable for any Agent's or Developer's misuse of Consumer personal data.

12. Prohibited Activities

You agree not to engage in any of the following activities in connection with your use of the Platform:

12.1 Fraud and Misrepresentation. (a) Publishing fraudulent or fictitious property listings; (b) misrepresenting your identity, professional qualifications, or affiliation; (c) impersonating any person or entity, or falsely claiming an association with any person or entity; (d) providing false, misleading, or inaccurate information in your Account, Listings, or communications with other Users; (e) engaging in advance-fee fraud, title fraud, or any other form of real estate fraud.

12.2 Technical Abuse. (a) Using automated scripts, bots, crawlers, or scrapers to access, collect, or extract data from the Platform without our prior written consent; (b) attempting to reverse engineer, decompile, disassemble, or otherwise derive the source code of the Platform's software; (c) circumventing, disabling, or interfering with any security features of the Platform, including authentication mechanisms, access controls, or rate limits; (d) introducing viruses, malware, trojans, worms, or other harmful code; (e) overloading, flooding, or crashing the Platform through denial-of-service attacks or excessive automated requests; (f) accessing or attempting to access any systems, data, or accounts beyond your authorised access level.

12.3 Spam and Unsolicited Communications. (a) Sending unsolicited commercial messages, advertisements, or promotions to other Users through the Platform's messaging system; (b) harvesting or collecting email addresses or other contact information of Users for the purpose of sending unsolicited communications; (c) using the Platform to distribute chain letters, pyramid schemes, or multi-level marketing materials.

12.4 Market Manipulation. (a) Artificially inflating or deflating property prices through coordinated listing practices; (b) creating fake reviews or ratings to manipulate Agent or Developer reputation scores; (c) engaging in shill bidding or creating fictitious demand for properties; (d) colluding with other Users to fix prices, allocate markets, or engage in other anti-competitive practices.

12.5 Other Prohibited Conduct. (a) Using the Platform for any purpose that is illegal or prohibited by these Terms; (b) facilitating money laundering, terrorist financing, or the proceeds of crime; (c) circumventing or attempting to circumvent Subscription limitations, payment obligations, or listing quotas; (d) interfering with other Users' enjoyment of the Platform; (e) any activity that violates the Cybercrimes (Prohibition, Prevention, etc.) Act 2015 or any other applicable law. Violations of this Section may be reported to the Nigeria Police Force, the Economic and Financial Crimes Commission (EFCC), or other relevant authorities.

13. Limitation of Liability

13.1 Marketplace Role. THE PLATFORM IS A MARKETPLACE AND INFORMATION SERVICE. WE ARE NOT A REAL ESTATE AGENT, BROKER, DEVELOPER, SOLICITOR, VALUER, FINANCIAL ADVISOR, OR PARTY TO ANY TRANSACTION BETWEEN USERS. WE DO NOT OWN, MANAGE, OR CONTROL ANY PROPERTY LISTED ON THE PLATFORM. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY LISTING, USER PROFILE, REVIEW, VALUATION, OR OTHER CONTENT ON THE PLATFORM.

13.2 Disclaimer of Warranties. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

13.3 Cap on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR LOSS OF GOODWILL) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.4 Maximum Aggregate Liability. OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU HAVE PAID TO US IN SUBSCRIPTION FEES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) FIFTY THOUSAND NAIRA (₦50,000).

13.5 Third-Party Transactions. Any transaction, agreement, or arrangement entered into between Users through or in connection with the Platform is solely between those Users. We are not a party to any such transaction and shall have no liability whatsoever in respect of any dispute, loss, damage, or claim arising from or in connection with any transaction between Users.

14. Indemnification

14.1 You agree to indemnify, defend, and hold harmless Smart Estate Technology Ltd, its directors, officers, employees, agents, contractors, affiliates, and successors (collectively, the "Indemnified Parties") from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees and disbursements) arising out of or in connection with: (a) your use of or access to the Platform; (b) your breach of any provision of these Terms; (c) your violation of any applicable law, regulation, or third-party right; (d) any Content you upload, submit, or transmit through the Platform; (e) any transaction or dispute between you and another User; (f) any claim by a third party that your Content infringes their intellectual property rights; and (g) any negligent or wilful act or omission by you in connection with the Platform.

14.2 We reserve the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with us in asserting any available defences. Your indemnification obligations under this Section survive the termination of your Account and these Terms.

15. Dispute Resolution

15.1 Informal Resolution. Before initiating any formal dispute resolution proceedings, you agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to these Terms or the Platform ("Dispute") by contacting us at info@smartestateio.com. We will endeavour to resolve the Dispute informally within thirty (30) days of receiving your written notice.

15.2 Mediation. If the Dispute cannot be resolved informally within the thirty (30) day period, either party may refer the Dispute to mediation administered by the Lagos Multi-Door Courthouse (LMDC) or another mutually agreed mediation centre. The mediation shall be conducted in Lagos, Nigeria, in the English language. The costs of mediation shall be shared equally between the parties unless the mediator determines otherwise.

15.3 Arbitration. If the Dispute is not resolved through mediation within sixty (60) days of the mediation referral, either party may refer the Dispute to binding arbitration under the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria. The arbitration shall be conducted by a sole arbitrator appointed by agreement of the parties or, failing agreement, by the Chartered Institute of Arbitrators (Nigeria Branch). The seat of arbitration shall be Lagos, Nigeria. The language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

15.4 Court Proceedings. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the High Court of Lagos State or the Federal High Court of Nigeria to prevent irreparable harm pending the outcome of mediation or arbitration. Any court proceedings shall be subject to the exclusive jurisdiction of the courts of Lagos State, Nigeria.

15.5 Class Action Waiver. To the maximum extent permitted by applicable law, you agree that any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action.

16. Modification of Terms

16.1 We reserve the right to modify, amend, or update these Terms at any time at our sole discretion. When we make changes, we will update the "Last Updated" date at the top of these Terms and, for material changes, we will use reasonable efforts to notify you through one or more of the following means: (a) a prominent notice on the Platform; (b) an email to the address associated with your Account; or (c) an in-app notification.

16.2 Material changes to these Terms will take effect no earlier than thirty (30) days after the date of the notification, unless the change is required by law, in which case it may take effect immediately. Non-material changes (such as typographical corrections, formatting updates, or clarifications that do not alter the substance of any provision) may take effect immediately upon posting.

16.3 Your continued use of the Platform after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, you must discontinue your use of the Platform and, if applicable, cancel your Subscription before the changes take effect. It is your responsibility to review these Terms periodically.

17. Termination and Suspension

17.1 Termination by You. You may terminate your Account at any time by accessing the Account deactivation option in your settings or by sending a written request to info@smartestateio.com. Upon termination: (a) your access to the Platform will be revoked; (b) your Listings will be deactivated; (c) any remaining Subscription period will not be refunded unless otherwise required by applicable law; and (d) we will process and, where required, delete your personal data in accordance with our Privacy Policy and applicable data protection laws.

17.2 Termination or Suspension by Us. We reserve the right to suspend or terminate your Account, in whole or in part, at any time, with or without notice, for any reason, including but not limited to: (a) breach of any provision of these Terms; (b) engaging in any Prohibited Activity (Section 12); (c) non-payment of Subscription fees; (d) provision of false or misleading Account information; (e) receiving multiple verified complaints from other Users; (f) upon request by law enforcement or government authorities; or (g) extended inactivity exceeding twelve (12) months. We will use reasonable efforts to provide notice before termination, except where immediate action is required to protect the Platform, other Users, or comply with legal obligations.

17.3 Data Retention Post-Termination. Upon Account termination, we will retain your Account data for a period of thirty (30) days, during which you may request reactivation. After the thirty (30) day retention period, your personal data will be permanently deleted in accordance with our Privacy Policy, except to the extent we are required to retain certain data by law (e.g., transaction records, tax records, or records required for ongoing dispute resolution). Anonymised and aggregated data that cannot be used to identify you may be retained indefinitely.

17.4 Survival. The following Sections shall survive the termination of these Terms: Sections 1 (Definitions), 9 (Intellectual Property), 10 (AI Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15 (Dispute Resolution), 19 (Severability), 20 (Governing Law), and any other provisions that by their nature are intended to survive termination.

18. Force Majeure

18.1 Neither party shall be liable for any failure or delay in performing its obligations under these Terms (other than payment obligations) if such failure or delay results from circumstances beyond the reasonable control of the affected party ("Force Majeure Event"), including but not limited to: acts of God; natural disasters (floods, earthquakes, storms, epidemics, pandemics); fire; war, armed conflict, terrorism, or civil unrest; government sanctions, embargoes, or regulatory actions; failure of third-party telecommunications networks, internet service providers, or hosting infrastructure; power outages; labour disputes or strikes; cyberattacks, including distributed denial-of-service attacks; or any other event of a similar nature.

18.2 The affected party shall: (a) promptly notify the other party of the Force Majeure Event and its expected duration; (b) use reasonable efforts to mitigate the effects of the Force Majeure Event; and (c) resume performance of its obligations as soon as reasonably practicable after the Force Majeure Event ceases. If a Force Majeure Event continues for more than ninety (90) consecutive days, either party may terminate these Terms by written notice to the other party.

19. Severability

19.1 If any provision of these Terms is held by a court of competent jurisdiction or arbitral tribunal to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving the original intent of the parties. If such modification is not possible, the provision shall be deemed severed from these Terms.

19.2 The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions of these Terms, which shall continue in full force and effect.

20. Governing Law

20.1 These Terms and any Dispute arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria, without regard to conflict of law principles.

20.2 Without limiting the generality of the foregoing, the following legislation is specifically applicable to the Platform and its Users: (a) the Nigeria Data Protection Act (NDPA) 2023 and, to the extent still applicable, the Nigeria Data Protection Regulation (NDPR) 2019, governing the collection, processing, and storage of personal data; (b) the Cybercrimes (Prohibition, Prevention, etc.) Act 2015, governing online conduct, cybersecurity offences, and electronic transactions; (c) the Nigerian Communications Act 2003, governing telecommunications and electronic communications; (d) the Companies and Allied Matters Act (CAMA) 2020, governing corporate registration and operations; and (e) any other applicable federal or state law, regulation, or directive.

20.3 For Users located in the European Economic Area (EEA), the United Kingdom, or other jurisdictions with mandatory consumer protection laws, these Terms do not exclude or limit any rights that cannot be waived or limited under the applicable mandatory laws of your jurisdiction, including any rights under the General Data Protection Regulation (GDPR) (EU) 2016/679.

20.4 The courts of Lagos State, Nigeria shall have exclusive jurisdiction over any proceedings arising out of or in connection with these Terms, subject to the arbitration provisions in Section 15.

21. Contact Information

If you have any questions, concerns, or complaints about these Terms or the Platform, please contact us at: