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PLATFORM SERVICE AGREEMENT

THIS PLATFORM SERVICE AGREEMENT (“AGREEMENT”) is made this _6__ day of _____Oct______, 2023 (“Effective Date”).

BETWEEN

Sytemap (“Sytemap”), a limited liability company duly registered under the laws of the Federal Republic of Nigeria, whose registered address is 17 Sanusi Fafunwa St, Victoria Island, Lagos (which expression shall where the context so admits include its successors-in-title and assigns) of the one part;

AND

Real Estate Developer

Sytemap and the Real Estate Developer shall collectively be referred to as “Parties” and the word “Party” shall be construed accordingly.

WHEREAS:

  1. Sytemap is a technology company that operates a digital land registry for privately owned estates to help home buyers access, verify and value properties.
  2. The Real Estate Developer wishes to utilise the technology platform and administrative services of Sytemap for the purpose of listing its properties; and
  3. Further to the above, Sytemap and the Real Estate Developer have agreed to enter into this Agreement to clearly define the terms of their understanding and to facilitate cooperation between the Parties with regard to the use of the technology platform.

 

NOW THEREFORE, in consideration of the mutual covenants between the Parties, the Parties hereby agree as follows:

  1. Definitions & Interpretations
    • The definitions and rules of interpretation in this clause apply in this Agreement:

 

Agreement means this Platform Service Agreement.
Applicable Laws means all applicable laws, regulations, codes, guidelines, policies, rules and directives, of any competent regulatory entity in Nigeria which may operate with respect to the terms of this Agreement.
Business Day means Monday through Friday, excluding bank holidays or national holidays.
 
Business Hours means 9:00 am to 5:00 pm on a Business Day.
 
Platform means the digital land registry provided by Sytemap.
 
Terms of Service means the Agreement regulating the use of Sytemap’s technology platform which can be found on Sytemap’s website.

 

  • In this Agreement, headings embodied in the Clauses are for convenience only and shall not be used in its interpretation. Unless the context of the Agreement clearly indicates a contrary intention:
    • the singular shall include the plural and vice-versa;
    • a reference to any one gender shall be capable of being construed as a reference of any of the others; and
    • a reference to a natural person shall be capable of being construed as a reference to an artificial/legal person and vice versa. 
  1. Term

Subject to clause 17 (Termination), the term of this Agreement shall be for a period of 1 year and renewable on the same terms and conditions of this Agreement, except negotiated otherwise in writing.

 

  1. The Platform Service

Sytemap shall grant access to the Real Estate Developer to utilise its Platform and administrative services subject to this Agreement and the Real Estate Developer complying with the Terms of Service on Sytemap’s Platform, which is incorporated into this Agreement by reference,

  1. Obligations
    • Obligations of Sytemap

Sytemap shall:

  • grant access to the Real Estate Developer to utilise its Platform and administrative services;
  • provide a training and testing session of its Platform and administrative services;
  • provide designated technical support personnel to the Real Estate Developer, where necessary;
  • generate a unique property payment account number with a licensed bank in Nigeria for each property to be sold;
  • automatically remit to the Real Estate Developer’s bank account, the payment made for a property, less the agreed commission, from the successful payment made by a buyer;
  • make itself available for discussions and jointly resolve issues that may arise with the Real Estate Developer;
  • have the right to make any changes to the service which are necessary to comply with any applicable law, regulations, or data safety requirement, or which do not materially affect the nature or quality of the service under this Agreement, and shall notify the Real Estate Developer of such event(s);
  • fully cooperate with the Real Estate Developer to carry out its obligations as agreed by the Parties; and
  • perform such other responsibilities as may be reasonably necessary to fulfil its obligations under this Agreement.

 

  • Obligations of the Real Estate Developer

The Real Estate Developer shall:

  • provide all necessary information required by Sytemap in order to utilise the Platform and administrative services;
  • use the Platform in accordance with the terms of this Agreement;
  • pay the applicable fees for the use of the Platform in accordance with the provisions of clause 7 of this Agreement;
  • direct buyers to pay the purchase price for a property into the designated unique account number generated by Sytemap;
  • comply with all the applicable regulations and laws for the execution of its obligations under this Agreement;
  • promptly inform Sytemap of any circumstances that may require technical assistance under this Agreement;
  • make itself available for discussions and jointly resolve issues that may arise, when necessary;
  • fully cooperate with Sytemap to carry out its obligations as agreed by the Parties; and
  • perform such other responsibilities as may be reasonably necessary to fulfil its obligations under this Agreement 
  1. Training and Testing Session

Upon successful onboarding of the Real Estate Developer, Sytemap shall provide a training and testing session for 2 days to the Real Estate Developer on the use of its Platform.

  1. Costs

Except as otherwise provided in this Agreement, each Party agrees that it shall bear its own costs and expenses of whatsoever nature incurred in connection with this Agreement.

  1. Subscription Fees
    • The Real Estate Developer shall pay the sum of $1000 or its equivalent in Naira as the setup fees for utilizing the Platform.

 

  • The Real Estate Developer shall settle Sytemap’s invoices within 10 business days from the date of receiving the invoices;
  • Except as otherwise agreed by the Parties, all payments shall be made by the Real Estate Developer to House Africa in the United States currency or its equivalent in Nigerian currency by electronic transfer.
  • The Real Estate Developer acknowledges that Sytemap has the discretion to review its fees. Sytemap shall, however, notify the Real Estate Developer of any revision to its fees. 
  1. Commission

For each property that is sold to a buyer by the Real Estate Developer through the use of the Platform, the Parties agree that Sytemap shall be entitled to receive 0.9% of the sum(s) of transactions that happened on the platform capped at NGN10,000.

  1. Proprietary & Confidential Information
    • The Parties anticipate that under this Agreement, it may be necessary for either Party to transfer to the other 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. Disclosure of such information shall be restricted to those individuals who are directly participating under this Agreement and as permitted pursuant to Paragraph 9.2.1 below:
      • Neither Party shall make any reproduction, disclosures or use of the other Party’s Proprietary Information except as follows: (i) Proprietary Information furnished by the disclosing Party may be used by the other Party solely in performance of its obligations under this Agreement; (ii) Proprietary Information furnished by the non-disclosing Party may be used by the disclosing Party solely in performance of its obligations under this Agreement; and (iii) Proprietary Information may be used as expressly permitted by a written authorisation signed by an officer of the disclosing party.
      • Subject to any other agreements between the parties, which shall remain in full force and effect, the limitations on reproduction, disclosure, or use of Proprietary Information shall not apply to, and neither party shall be liable for reproduction, disclosure, or use of, Proprietary Information with respect to which any of the following conditions exists:
        • Prior to the receipt thereof under this Agreement, it has been developed independently by the Party receiving it, or was lawfully known to the Party receiving it, or has been lawfully received from other sources, including the disclosing party, provided that such other source did not receive it due to a breach of this Agreement or any other agreement between the Parties.
        • Subsequent to the receipt of such Proprietary Information under this Agreement (a) it is published by the disclosing party or is disclosed by the disclosing party to third parties, without restriction; (b) it has been lawfully obtained by the Party receiving it from other sources, without restriction, provided that such other source did not receive it due to a breach of this Agreement or any other agreement between the Parties; or (c) if such information otherwise comes within the public knowledge or becomes generally known to the public without fault of the receiving party.
      • Neither the execution and delivery of this Agreement nor the disclosure of any Proprietary Information by either Party to the other shall be construed as granting to the other party either expressly, by implication, estoppel, or otherwise, any license for any purpose under any invention, patent, trademark, or copyright now or thereafter owned or controlled by the disclosing party.
      • Notwithstanding the expiration of the other provisions of this Agreement, the obligations and provisions of this clause shall continue unless terminated in writing by both Parties.
  1. Intellectual Property
    • It is mutually agreed that neither Party shall acquire directly or by implication any rights in any intellectual property of the other Party under this Agreement, including, but not limited to copyrights in works, patents including software or hardware, any licence under any invention, patent, trademark or any similar rights (collectively “Intellectual Property”) created prior to the date of this Agreement or thereafter individually.
    • Each Party shall maintain exclusive ownership of all intellectual property rights in its website, application and software utilised for the purpose of the Collaboration.
  1. Warranty and Indemnity
    • Each Party warrants that it possesses the requisite licences, permits, authorisations and/or registrations required to perform their respective obligations under this Agreement.
    • 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 wilful misconduct in performing any of its obligations under this Agreement, or a breach of its representations, warranties, covenants or agreements under this Agreement.
    • Each Party agrees to defend the other Party against any such liability, claim or demand.
    • Each Party agrees to notify the other Party promptly of any written claims or demand against the Party.
  1. Other Services
    • Sytemap shall give Real Estate Developer access to pool Realtors to increase their sales called Digital Realtors at no cost.
    • Sytemap’s Digital Realtors will join your realtors and help Real Estate Developer sell and earn commissions.
    • Real Estate Developers shall have the ability to approve or reject any Digital Realtor.
    • Sales from these Digital Realtors on the platform shall also be considered and treated as your realtor’s sales.
    • KYC Data of the Digital Realtors will be shared with the real estate developer
  1. Service Levels and Hours of Operations
    • Sytemap shall ensure that the Platform is available and the services required by the Real Estate Developer are provided in accordance with the terms of this Agreement.
    • Except for downtime that may be caused by scheduled maintenance, emergency maintenance or a force majeure event, Sytemap shall ensure that the Platform is available 99.9% to the Real Estate Developer 99.9% of the time in any calendar month.
    • Telephone support: Sytemap shall provide telephone support to the Real Estate Developer at 08068960835 during Business Days and Business Hours.
    • Email support: Sytemap shall provide email support to the Real Estate Developer at [email protected] during Business Hours. Emails received outside of Business Days/Hours will be responded to by the next Business Day
  1. Relationship of Both Parties
    • This Agreement does not authorise 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.
    • Each Party shall act as an independent contractor to one another and neither Party shall act as agent, representative, or partner of each other. Neither Party shall have the authority to bind the other Party for any purpose whatsoever nor shall the employees of each Party be deemed employees of the other.
    • Both Parties undertake to provide each other with all the assistance necessary for each Party to render its obligations under this Agreement.
  1. Data Protection
    • In the course of performing this Agreement, each Party agrees that the collection, use, sharing, retention and destruction of data shall be in accordance with the provisions of the Nigerian Data Protection Regulation 2019.
    • Each Party shall have rights to ownership and control of its data.
    • Each Party hereby undertakes not to use any data received in connection with the Service other than for the purpose of performing its obligations in this Agreement.
  1. Force Majeure

Neither Party to this Agreement shall be liable for failure to perform, or for delay in performing its obligations hereunder if such failure or delay shall be due to acts of God, war, riot, civil commotion, weather, pandemic or disease outbreak, labour disputes, failure of sub-contractors or any other cause beyond the reasonable control of the party concerned and whether or not of a similar nature to the foregoing.

  1. Limitation of Liability

Unless the loss or damage is caused by the misappropriation or wrongful disclosure by either Party of the other’s Intellectual Property rights or confidential business information, neither Party shall in any event be liable for any loss of revenue or profits or loss of goodwill or for any other indirect, special, incidental, or consequential damages suffered by the other Party in connection with this Agreement.  Subject to the above, direct damages shall not exceed reimbursement of the costs and expenses incurred by the damaged party in the performance of its obligations in connection with this Agreement.

  1. Governing Law & Dispute Resolution
    • This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
    • Any disputes arising under or in connection with the validity, interpretation and performance of this Agreement that cannot be resolved amicably by the parties through negotiation within 30 (thirty) days shall be resolved by Arbitration at the Lagos Court of Arbitration (LCA) before a single arbitrator in accordance with the Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria.
    • The Parties shall endeavour in good faith to mutually agree on the selection of an arbitrator. If the Parties cannot mutually agree on the selection of an arbitrator within ten (10) days of the request, they shall apply to the LCA to appoint an arbitrator. Arbitration proceedings shall be conducted in Lagos. The arbitrator will be requested to render an award within ninety (90) days and to provide, in writing the reasoning for the award. The decision of any such arbitrator shall be final and binding on the parties.
    • Each Party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both Parties.
  1. Termination
    • Either Party may terminate this Agreement for any reason upon providing the non-terminating Party with a 14 (fourteen) days’ written notice
    • Either Party may terminate this Agreement by giving the other Party a 30 (thirty) day written notice if the other Party
      • is declared bankrupt, or enters into a composition or agreement with his creditors; or
      • is convicted of an offence involving dishonesty; or
      • 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.
  1. Miscellaneous
    • Good Faith: Subject to the terms and conditions of this Agreement, each Party shall act in good faith and devote its best efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement.
    • Assignment: This Agreement may not be assigned by either Party without the written consent of the other Party.
    • Amendment & Modification: This Agreement may be amended, modified or supplemented only by written agreement of both Parties.
    • Survival: Notwithstanding the provisions in clause 18, clauses 9 (Proprietary & Confidential Information), 10 (Intellectual Property), and 17 (Governing Law & Dispute Resolution) shall survive such termination.
    • Waiver of Compliance & Consents: Except as otherwise provided in this Agreement, any failure of any of the Parties to comply with any obligation, covenant, agreement or condition may be waived by the Party entitled to the benefits by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of any subsequent obligation or other failure.
    • Notices: Any notice or other communication required or permitted under this Agreement may be addressed to the recipient at its address given above, or such other address as that party may provide from time to time, and shall be deemed duly given (i) when delivered, if by hand delivery; (ii) within the hour if by email without an email failure delivery notification received by the sender or any evidence to the contrary; and (ii) if otherwise delivered, when written confirmation of receipt thereof is obtained (a) from the recipient; or (b) from the mail courier.
    • Entire Agreement: This Agreement contains the entire agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior arrangements or understandings (whether written or oral) with respect thereto.
    • Severability: If any provision in this Agreement is held to be invalid or unenforceable in any jurisdiction, the validity and enforceability of all remaining provisions contained in this Agreement shall not in any way be affected or impaired, and the invalid or unenforceable provisions shall be interpreted and applied so as to produce as near as may be the economic result intended by the Parties to this Agreement.
    • Signature: By signing below, each Party indicates acceptance of the terms of this Agreement in its entirety as of the date first written above and represents and warrants to the other Party that it understands this Agreement, and that to each Party’s knowledge, no law or third-party obligation prevents it from entering into and performing this Agreement in full. For the convenience of the Parties, this agreement may be executed electronically and in counterparts. The electronic execution shall be binding and each counterpart shall be binding, and all of them shall constitute one and the same instrument.

In witness whereof, the Parties have executed this Agreement as of the date first written above.

 

SIGNED by the duly authorised representative of

SYTEMAP

 

_______N.U.C.__________________

AUTHORISED SIGNATORY

 

Name: Uba Nnamdi

Designation:  CEO

Date: 06/10/2023