Thank you for engaging Trustcrow Digital Nigeria Limited (“We” or “the Broker” or “Trustcrow” to provide the Client, (i.e “You” or “the Purchaser”) (collectively “the Parties”) with our property brokerage services.

Background

1. Trustcrow owns and manages a property listing platform (the "Marketplace" or the “Platform”) by which registered users (“Users”) can purchase or effect the sale of listed property.

2. You are a User of the Platform and intend to purchase property(ies) listed on the Marketplace (the “Property”).

3. You now seek to engage Trustcrow to provide brokerage services in connection with your purchase of the Property from listed sellers (the “Seller(s)”) on the Marketplace (the “Service”).

4. This Terms of Engagement (or “Agreement”) sets out the scope and terms of our engagement concerning the Service. It should be read in conjunction with the Platform’s Terms of Service.

Services

5. The Services Trustcrow will provide include:

i. providing the Purchaser with access to the Marketplace, including detailed information about available properties together with functionalities such as property listings, list of insurance providers, legal professionals and firms for the purpose of accessing legal due diligence services etc.

ii. acting as an intermediary to facilitate communication and negotiating the purchase of the Property.

iii. holding the sale price of the property (“Sale Price”) in escrow until the successful completion of negotiations and the written instruction of the Purchaser to release the Sale Price to the Seller in accordance with the terms of this Agreement.

iv. holding the sale price of the property (“Sale Price”) in escrow until the successful completion of negotiations and the written instruction of the Purchaser to release the Sale Price to the Seller in accordance with the terms of this Agreement.

v. providing the Purchaser with all relevant information, including the sale price of the property (“Sale Price”), and documents provided by the Seller in relation to the Property.

vi. promptly respond to all correspondence from the Purchaser in relation to the implementation of the Service.

vii. make itself available for discussions and to jointly resolve any issues that may arise, when necessary.

6. Please note that the services exclude:

i. providing legal advice or services. The Purchaser is encouraged to seek independent legal counsel for any legal matters related to the purchase.

ii. conducting due diligence or physical inspections of the Property. The Purchaser is responsible for arranging and conducting any necessary inspections.

iii. providing financial or investment advice. The Purchaser shall consult with a qualified financial advisor for any financial planning or investment decisions.

iv. arranging or providing insurance for the Property. The Purchaser shall obtain appropriate insurance coverage through an independent insurance provider.

Sales Price

7. Upon successful conclusion of negotiation with the seller, the Purchaser shall arrange for the transfer of the agreed Sale Price directly to the Seller or to an approved custodian account for the purchase of the Property.

8. All obligations in relation to fees and payments shall become effective after the execution and delivery of this Agreement and upon the successful transfer of ownership rights, in and to the Property, to the Purchaser

Brokerage Fee

9. As compensation for the Services, the Purchaser shall pay the Broker 5% of the gross Sale Price simultaneously with the payment of the Sale Price to the Seller. The Brokerage Fee shall be paid to the Broker using the Platform. Provided that, where the Purchaser does not affect payment through the Platform, the Purchaser agrees and authorizes the Broker to deduct the Brokerage Fee from the Sale Price. The Broker shall deduct the Brokerage Fee from the Sale Price and remit the remaining amount to the Seller.

10. The Brokerage Fee is non-refundable and excludes all taxes, statutory/official fees, third-party fees, and expenses which shall be for your account and billed separately

Confidentiality and Data Protection

11. The Parties anticipate that under this Agreement, it may be necessary for either party to transfer to the other party information and data of a proprietary or confidential nature (the “Proprietary Information”). Such information shall be clearly identified by the disclosing party at the time of disclosure, unless by its contents and nature it would be considered proprietary or confidential by a reasonable person familiar with the subject matter of this Agreement. The Parties acknowledge that any such information is confidential and/or proprietary. The non-disclosing party further acknowledges that all information disclosed to it by the disclosing party is considered Proprietary Information of the disclosing party. Each party agrees that it will use all reasonable and prudent efforts to protect the Proprietary Information of the other party

Representations and Warranties

12. The Broker:

i. makes no warranties, express or implied, regarding the Property or the Service, including but not limited to, any warranties of merchantability or fitness for a particular purpose.

ii. expressly disclaims any liabilities, actual or potential, that are in connection with the Purchaser’s use of the Platform/Marketplace, including without limitation its functionalities or third-party services it accesses through the Platform. The Purchaser understands and agrees that the Broker does not make any warranties, express or implied to the quality of services to be provided or that are actually provided by the third-party service providers (legal, insurance, financial or otherwise) through the Platform.

iii. does not represent or warrant the accuracy, reliability, or completeness of any information provided about the Property. The Purchaser acknowledges that any reliance on such information is at their own risk

13. The Purchaser:

i. represents and warrants that it possesses the ability or actionable intent to complete the purchase of the Property, unless all relevant agreed conditions are not met.

ii. represents and warrants that all funds to be used for the purchase of the Property are from lawful sources and are not derived from any illicit or unlawful activities. The Purchaser further represents and warrants that they are in compliance with all applicable anti-money laundering laws and regulations.

Indemnity

14. The Purchaser hereby agrees to indemnify, defend, and hold harmless the Broker, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising out of or related to any breach by the Purchaser of its representations and warranties to the Broker.

15. Each party agrees to indemnify and hold harmless the other party and each of its officers, directors, shareholders, employees, representatives, agents, successors, and assigns from and against all claims of third parties acting on its instructions, and all associated losses, to the extent arising out of that party’s gross negligence or willful misconduct in performing any of its obligations under this Agreement, or a breach of its representations, warranties, covenants or agreements under this Agreement.

16. Each party agrees to notify the other party promptly of any written claims or demand against the party

Limitation of Liability

17. Unless loss or damage is caused by misappropriation by the Broker, the Broker shall not in any event be liable for any loss of capital, revenue or profits or loss of goodwill or for any other indirect, special, incidental, or consequential damages suffered by the Purchaser in connection with this Agreement. Subject to the above, direct damages

Relationship of both Parties

18. This Agreement does not authorize or empower either party to enter into any agreement on behalf of each other; and nothing in this Agreement shall be deemed to grant either party the right to make any commitments for and on behalf of the other party.

Termination

19. This Agreement shall terminate effectively upon the successful completion of the Service.

20. Either party may terminate this Agreement by giving the other party a thirty (30) day written notice of the other party:

i. is declared bankrupt, or enters into a composition or agreement with his creditors;

ii. is convicted of an offense involving dishonesty; or

iii. is in material breach of this Agreement and shall not have remedied that breach within fourteen (14) days of written notice requiring him to do so.

21. The Parties understand and agree that the termination of this Agreement at any time shall not operate to prejudice any obligation which is due before the termination of this Agreement