Terms & Conditions: Subscriber, Agent and Agency Agreement

Welcome to H&S Solutions! We provide solution pertaining to real estate, including but not limited to realtor services, training, consultations, construction, and IT services. H&S Solutions provides a marketplace where only high quality real estate is sold and bought.

This is a legal agreement between you and H&S Solutions, a subsidiary of Mudhab Homes Ltd.

This agreement defines the terms of your participation as a subscriber or registered agent/affiliate in the H&S Solutions marketplace.

Please read the H&S Solutions agreement (“agreement”) before activating your account. By registering as an agent/affiliate on theH&S Solutions marketplace and clicking “agree”,  you are agreeing to be bound by all terms of this agreement. If you do not agree to each of the terms of this agreement, you are not eligible to register or to become an agent/affiliate on theH&S Solutions marketplace and you may not buy any real estate from the H&S Solutions marketplace, or provide any properties for sale via the H&S Solutions marketplace or earn commissions for promoting properties and/or products in the marketplace.

This agreement may be amended at any time by H&S Solutions posting a revised version on our website. You agree that the revised version will be effective at the time we post it. If the revised version includes any substantial changes, we will provide notice on our website at least thirty (30) days prior to implementing the substantial change.

1. Subscriber benefits.

Marketplace Access: As a subscriber, you will enjoy the ease of use and convenience of H&S Solutions’ high-quality property marketplace. With H&S Solutions, buying/renting/investing in real estate has been made easy, and you can find all the necessary information you need in one place! Our capable agents are on ground to provide tours of each property you are interested in, so making decisions on which to choose doesn’t have to be so much of a hassle.

1b) Agency and Agent/Affiliate benefits.

Marketplace Access: As an Agency or Agent/Affiliate, you will be able to experience the unparalleled advantages, convenience, and ease of theH&S Solutions’ comprehensive marketing, hosting, advertising, sales and tracking (“marketplace”) for yourself, and your clients.

Services:H&S Solutions may also offer other services (“services”), as described  more fully herein and on the H&S Solutions website or vendor web pages (collectively, the “site”), some of which are optional and/or may require additional payment. Services may include, but are not limited to, advertisement services (including e.g. featured listings and market “bumps”), enhanced marketing services (e.g. split testing, tracking and reporting), enhanced product placement, and more. H&S Solutions reserves the right in its sole discretion to add, delete, change, suspend or discontinue providing the marketplace, services, and/or site to you at any time, and may impose limits on certain features and materials offered or restrict your access to parts or all of marketplace, services, and/or site without notice or liability.

Other benefits: H&S Solutions may offer certain other benefits. As an Agent/affiliate you may have the opportunity to attend live events, conferences, seminars, technical workshops, and/or other events (including online or on-air broadcasts of such events, or recordings thereof) (“H&S Solutions events”).

 H&S Solutions events may be free or paid admission, open to the public or restricted to Agents/affiliates. H&S Solutions will endeavor, at its discretion, to provide discounted admissions, special sessions, opportunities to speak, or other options to Agents/affiliates.
In summary, some of the H&S Solutions features, benefits and services are free, while others might require an extra fee, and H&S Solutions may offer, remove or change them at any time.

 

2. Using H&S Solutions

You understand and agree that H&S Solutions and the H&S Solutions marketplace are private communities, and H&S Solutions reserves the right to provide service or refuse service to any user, or to accept or reject Agencies, Agents or Affiliates on any basis, in its sole discretion.

2b. Becoming a Subscriber/Buyer

Anyone may generally purchase properties or products from H&S Solutions subject to these terms and conditions. As a Subscriber viewing properties on this platform, you automatically agree to pay a 5% agency fee of the final property cost for our services. These services include but are not limited to property procurement, tour/inspections, search, follow up with developers and property management.  H&S Solutions reserves the right to disrupt and refuse service if you refuse to pay the 5% agency fee.

2c. Becoming an Agent/Affiliate

You understand that H&S Solutions and the H&S Solutions marketplace are private communities, and H&S Solutions reserves the right to accept or reject Agents/affiliates on any basis, in its sole discretion. To be eligible to become an Agent/affiliate on the H&S Solutions marketplace, you must complete an application to register and pay the required signup fees. We will require you provide us with details sufficient for H&S Solutions to determine if you qualify to be an Agent/affiliate, and if you are acceptable. To qualify, you must be at least 18 years old, and you must provide your real name and current/accurate and verifiable contact information. You must not have been banned or refused service from H&S Solutions previously or H&S Solutions reserves the right to reject your application.

You understand and agree to provide only truthful information and to keep such information current at all times. If the information you provide to H&S Solutions is inaccurate, it may result in delays in processing your application, and could result in H&S Solutions not being able to pay you. If the information you provide is not truthful or cannot be verified, your application will be rejected. H&S Solutions has the right to refuse and/or cancel any new application or existing account for any reason in its sole discretion and for no reason. Where it is discovered that misleading or inaccurate information is provided, in addition to what this clause already provided, H&S Solutions shall not be liable for any action of the Agent/affiliate and reserves the right to seek appropriate legal redress.

3. Agencies: Selling your properties

As an Agency (title for a developer/property owner) hereunder, you may submit one or more property for sale (“properties”) via the H&S Solutions marketplace. The properties may include any form of pictures and videos (“Content”) as is appropriate for your properties. All content must be a suitable and true representation of the property being listed.

H&S Solutions acts as a realtor service provider for Agencies. That means that we reserve the right to promote, market and publish your listing on any platform. You will however retain all rights and liabilities to your properties except as provided herein.

You understand that H&S Solutions will review your properties or content for completeness, accuracy, quality, marketability, or the like, so it’s your responsibility as an Agency to submit products with complete, accurate and quality contents that match truthfully what’s advertised, or else H&S Solutions might remove them from the marketplace.

H&S Solutions reserves the right to reject any property or properties for any reason or no reason at any time in its sole discretion. Moreover, it is to your great advantage to ensure the quality of your property or properties. Each Agency profile will be subject to reviews and/or ratings from subscribers/clients, which will be available and/or prominently displayed to potential buyers of your property or properties  in the marketplace.

To be included in the H&S Solutions marketplace, your properties must be directly owned by you, your agency, or your employer. We do not accept 3rd party links or long chain of agents, and such properties are deemed unsuitable for this platform. H&S Solutions shall use its unfettered discretion and expressly reserves the right to remove any property, content or material which is deemed unsuitable from the marketplace, without notice and without compensation to you. You agree that any advertising or other fees paid in connection with products, content, or other material that is removed from the marketplace will not be refunded. You further agree that you remain fully responsible for any damages to H&S Solutions and to its clients that result from your submission to, or inclusion of unsuitable properties, content, or material in the marketplace.

3b. Pricing of Properties:

Agencies may set the price (“sales price”) of their own property or properties within the limits established by H&S Solutions for maximum prices (“price limits”). As an Agency, you agree not to attempt to price any product submitted to the marketplace outside of then current price limits in place at the time of submitting the product to the H&S Solutions marketplace. H&S Solutions will post its current price limits prominently on the site. Currently, the “upper price limit” is ₦5,000,000,000 for any property offered for sale in the marketplace. However, H&S Solutions expressly reserves the right to set the “upper price limit” for the marketplace as a whole, or on a per Agency basis. Agencies with marketplace track records of greater merit may be afforded greater latitude in pricing their products, at H&S Solutions’ discretion. You understand that as an agency you are subject to the foregoing price limits unless you have been expressly notified in writing from H&S Solutions. H&S Solutions will review each petition for a price limit raise on a case by case basis, and may accept or decline the petition in its sole discretion.

Notwithstanding the foregoing price limits, H&S Solutions also reserves the right to raise the upper price limit on a per property basis (i.e. for a particular property from a specific agency) based on H&S Solutions’ direct review (“price review”) which may include consideration of the Agency’s history in the marketplace, reputation in the industry, the property itself, the proposed price, market conditions, current terms and relationships with payment processors, and such other factors as H&S Solutions chooses. After such price review, H&S Solutions’ decision as to whether to raise the upper price limit in any instance shall be final and made in its sole discretion. If H&S Solutions chooses not to raise the price limit for a given property, Agency agrees that the property shall be offered in the marketplace at a sales price below the upper price limit. H&S Solutions may charge a “review request fee” or may allow each Agency to request a set number of such price reviews at no cost, and may charge a review request fee for any additional price reviews requested by that Agency.

As an Agency, you understand and agree not to offer the same property listed on the H&S Solutions marketplace for a different price somewhere else. This includes your website. In situations where the Agency has to alter the price of a particular property listed on the H&S Solutions marketplace on the Agency’s website, the Agency must inform H&S Solutions to update the price on the H&S Solutions website as well.

H&S Solutions reserves the right to suspend an Agency’s property if there are differences in price listed on the Agency’s website versus what is listed on H&S Solutions.

H&S Solutions may terminate any Agency who violates this provision repeatedly and the agency shall be solely responsible for any liability that may result from such.

Agencies warrant and represent that;

They have the right and full authority to enter into this Agreement with H&S Solutions.

All their obligations under this Agreement are legal, valid and binding obligations enforceable in law.

There are no proceedings pending, which may have a material adverse effect on their ability to perform and meet their obligations under this Agreement;

That they are an authorized business establishment and hold all the requisite permissions, authorities, approvals and sanctions to conduct their business and to enter into an arrangement with H&S Solutions.

They shall at all times ensure compliance with all the requirements applicable to their business and for the purposes of this arrangement including but not limited to Title documents, trademark and any other third party and that it has not violated/ infringed any property rights of any third party.

That they shall provide H&S Solutions with copies of any document required by H&S Solutions for the purposes of this performance of its obligations under this arrangement within 24 hours of getting a written notice.

That the complete product responsibility and liability shall solely vest with the agency and that the agency shall be solely responsible to the customer for the sale of the property or properties by the Agency and that the Agency shall not raise any claim on H&S Solutions in this regard.

Agency agrees and undertakes not to upload any text, images, graphics (for description and display of properties on the marketplace) that is vulgar, obnoxious, inaccurate, false, incorrect, misleading, against the public policy.

The Agency indemnifies and shall hold indemnified H&S Solutions, its directors, officers, employees, representatives, agents from and against all losses, damages, claims, suits, legal proceedings and otherwise howsoever arising from or in connection with any claim including but not limited to claim for any infringement of any intellectual property rights or any other rights of any third party or of law, concerning quality, quantity and any claim in relation to the Agency’s property or properties, the breach of any of the Agency’s warranties, representations or undertakings or in relation to the non-fulfillment of any of its obligations under this Agreement or arising out of the Agency infringing any applicable laws. For the purpose of this clause reference to H&S Solutions shall also include the Mobile Operators and such other agencies through whom H&S Solutions shall make the property or properties available to the Subscriber/clients.

The Company agrees to indemnify and to keep indemnified the Agency in respect of all claims losses and expenses (including the cost of litigation if any) arising out of any breach or default part of H&S Solutions to perform its obligations under this Agreement.

This article shall survive the termination or expiration of this Agreement

H&S Solutions shall under no circumstances be liable or responsible for any loss, injury or damage to the Agency, or any other party whomsoever, arising on account of any transaction under this Agreement or as a result of the property or properties being in any way defective, in unfit condition, infringing/ violating any laws / regulations / intellectual property rights of any third party.

Agency agrees and acknowledges that Agency shall be solely liable for any claims, damages, allegation arising out of the property or properties offered for sale through H&S Solutions marketplace (including but not limited to quality, price, merchantability, use for a particular purpose, or any other related claim) and shall hold the Company harmless and indemnified against all such claims and damages.

Further H&S Solutions shall not be liable for any claims, damages arising out of any negligence, misconduct or misrepresentation by the Agency or any of its representatives.

The Agency hereby agrees, confirms and acknowledges that the property or properties is owned by the Agency or it’s employer and that H&S Solutions is merely a facilitator for sale/rental of the Agency’s property or properties, hence H&S Solutions is not responsible/ liable for the property, its design, its function and condition, manufacturing and financial obligations, warranties, or guarantees whatsoever.

4. Indemnification:

You agree to indemnify, defend, and hold harmless H&S Solutions, its related parties and affiliates, and their respective directors, officers, employees and agents from and against any and all claims, demands, suits, losses, damages, costs, fees, and expenses resulting from or arising, directly or indirectly, out of your negligence, willful misconduct, breach of any provision or representation or warranty of this agreement, or any violation of any law or regulation in connection therewith. For the purpose of clarity, such actions include regulatory enforcement actions. Upon receiving notice of a claim or action for which H&S Solutions is entitled to indemnification under this section, H&S Solutions shall:

Promptly notify you in writing of the claim or action against which indemnification is sought under this section;

Provide you the opportunity to assume the entire defense and settlement of such claim or action at your cost and expense (provided H&S Solutions shall have the right to be represented separately by counsel of its own choosing at its own expense);

Cooperate with you (at your reasonable expense) in the investigation and defense of such claim or action:

Not settle or compromise such action or claim without your prior written consent.

Notwithstanding the foregoing, you are not vendorized to and may not agree to any settlement that involves an admission or finding of liability or wrongdoing by H&S Solutions or imposes any duty or obligation on H&S Solutions.

5.Term and termination:

H&S Solutions may terminate or suspend you as an Agency or Agent/affiliate at any time in its sole discretion. If H&S Solutions terminates you as an Agency or Agent/affiliate, H&S Solutions reserves the right to deny any future application to participate as an Agency or Agent/affiliate at any time.

You may terminate your status as an Agency or Agent/affiliate at any time, for any reason, by notifying H&S Solutions in writing of your intent to do so. Upon any termination or suspension, all rights granted to you hereunder will cease, including your right to access the H&S Solutions dashboard, to create or submit new properties to the marketplace, and to earn commissions. Any earnings or commissions in connection with sales completed as of the time of your termination will be credited to your bank account. No further sales/rental of your property or properties will be processed.

Upon termination, you agree to destroy any and all H&S Solutions confidential information that is in your possession or control, and to provide certification of such destruction to H&S Solutions upon request. No refund or partial refund of any fees paid hereunder or any other fees will be made for any reason.

6. No warranties are made:

H&S Solutions and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors (collectively, “ H&S Solutions” for purposes herein) make no promises that the H&S Solutions marketplace, services, or content (including any functionality or features thereof), or any other information or materials that you receive as an Agency or Agent/affiliate (collectively, the “ H&S Solutions services” for purposes of this section) will be accurate, reliable, timely, secure, error-free or uninterrupted, or that any defects will be corrected. The H&S Solutions services are provided on an “as-is” and “as-available” basis and the services are subject to change without notice. H&S Solutions does not guarantee that it will identify or correct problems or defects as part of the services, even if it knows of such problems or defects. H&S Solutions expressly disclaims any liability related thereto. H&S Solutions disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose related hereto. H&S Solutions disclaims any and all liability for the acts, omissions and conduct of any third parties in connection with or related to your use of the H&S Solutions services. You assume total responsibility and all risks for your use of the H&S Solutions services, including, but not limited to, any information obtained thereon.

Your sole remedy against H&S Solutions for dissatisfaction with the H&S Solutions services is to stop using the services. This limitation of relief is a part of the bargain between the Parties.

7. Disclaimer of liability:

To the extent not prohibited by law, under no circumstances shall H&S Solutions be liable with respect to the H&S Solutions services for special, indirect, incidental, or consequential damages, including without limitation, damages resulting from failure to deliver or delay of delivery of services, or failure of the H&S Solutions marketplace, or from loss of profits, sales, data, business, opportunity or goodwill, on any theory of liability, whether arising under tort (including negligence), contract or otherwise, whether or not H&S Solutions has been advised of or is aware of the possibility of such damages. if, notwithstanding any other provisions of this agreement, H&S Solutions is found to be liable to you for any damage or loss that arises out of or is in any way connected to your use of the services, H&S Solutions’ entire liability for direct damages under this agreement shall be limited to ten thousand naira only (N10,000 only).

8. Waiver:

If any provision of this agreement is found to be unenforceable or invalid, to the extent permissible under applicable law, that provision shall be limited or eliminated to the minimum extent necessary so that this agreement shall otherwise remain in full force and effect and enforceable.

Arbitration

Any dispute arising out of or related to or connected with any provisions under this Agreement shall be referred to the arbitration of a single arbitrator to be appointed jointly by the parties.

The arbitration shall be conducted in Abuja in accordance with the Arbitration and Conciliation Act LFN 2004 or any modification or re-enactment for the time being in force.

The language of arbitration shall be English. The arbitration shall be held at Abuja, Nigeria.

The award of the arbitrator or arbitrators as the case may be shall be final and binding on the parties.

Jurisdiction and Governing law

The obligations, performance, interpretation and contents shall be governed by Nigerian law.

Notices

All notices and other communication under this Agreement shall be in writing and in English and either delivered by hand or sent by telex, fax or courier in each case to the addresses set out on the website of H&S Solutions in the case of H&S Solutions and addressee submitted by Agencies or Agents/affiliates where the notice to Agencies or Agents/affiliates

Entire Agreement

This Agreement embodies the entire agreement and understanding of the Parties and supersedes any and all other prior and contemporaneous agreements, arrangements and understandings (whether written or oral) between the Parties with respect to its subject matter.

Assignment

Neither this Agreement nor any part of it is assignable, transferable, sub-licensable, subcontractable or conveyable by Subscriber, Agency, or Agent/Affiliate, either by operation of law or otherwise, without the express, prior, written consent of H&S Solutions signed by an authorized representative of such Party.

Confidentiality:

Subscriber, Agency and Agent/Affiliate agrees and undertakes to maintain the confidentiality of the information and user/customer data disclosed, generated or made available to Subscriber, Agency or Agent/Affiliate under this Agreement.

The said information shall not be used by theSubscriber, Agency or Agent/Affiliate for any purpose other than for the performance of its obligations under this Agreement. Subscriber, Agency or Agent/Affiliate agrees that the unauthorized disclosure or use of such Information would cause irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, Subscriber, Agency or Agent/Affiliate agrees that H&S Solutions shall have the right to obtain an immediate injunction from any court of competent jurisdiction enjoining breach of this Agreement and/or disclosure of the Confidential Information. H&S Solutions shall also have the right to pursue any other rights or remedies available at law or equity for such a breach.

Relationship of Parties

Nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. H&S Solutions shall not be responsible for the acts or omissions of the Subscriber, Agency or Agent/Affiliate, and Agency or Agent/Affiliate shall not represent neither has, any power or authority to speak for, represent, bind or assume any obligation on behalf of H&S Solutions.

Waiver and Amendment

No waiver of any breach of any provision of this Agreement constitutes a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and will not be effective unless made in writing and signed by an authorized representative of the waiving Party.

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