Partner Realtors Terms & Conditions
These Partner Realtor Terms & Conditions ("Terms" or “Agreement”) are the legally binding terms and conditions between you (the “Partner Realtor” or “You”) and Trustcrow Digital Nigeria Limited (“Trustcrow” or the “Company”). These Terms outline the respective rights, obligations, and responsibilities of the Parties in connection with the Partner Realtor relationship established between You and Trustcrow.
1. Partner Realtors Terms & Conditions
1.1 For the purpose of these Terms, the following definitions shall apply:
Agreement
means these Terms and Conditions, including any amendments, modifications, or updates issued by the Company from time to time.
Applicable Laws
means all applicable laws, regulations, codes, guidelines, policies, rules and directives of any competent regulatory entity in the Federal Republic of Nigeria and other jurisdictions in which the parties may operate with respect to the terms of this Agreement..
Business Day
means Monday through Friday, excluding bank holidays or public holidays declared by the Federal Government of Nigeria and other jurisdictions in which the parties may operate with respect to the terms of this Agreement.
Business Hours
means 9:00 am to 5:00 pm on a Business Day.
Commission
means the amount payable by Trustcrow to the Partner Realtor as consideration for the referral of a Referred Buyer, being 30% (thirty percent) of Trustcrow’s net Sell-side Fee, in accordance with Clause 5 of this Agreement.
Close
means the successful sale of a property to the Prospective Buyer and Trustcrow’s receipt of its Sell-side Fee.
Data Protection Laws
means all applicable data protection and privacy laws in Nigeria including but not limited to the Nigeria Data Protection Act 2023 (NDPA), the Nigeria Data Protection Regulation 2019 (NDPR).
Parties
means Trustcrow and the Partner Realtor.
Platform
means the Direct2Seller.com website and all associated digital infrastructure owned or controlled by Trustcrow by which Partner Realtors can access direct mandate listings from verified sellers (through Trustcrow) and refer Prospective Buyers..
Property
means real estate listings under the direct mandate of Trustcrow, as made available through the Platform.
Prospective Buyer
means an individual or organisation interested in acquiring real estate and has been referred to Trustcrow by the Partner Realtor.
Prospective Buyer
means an individual or organisation interested in acquiring real estate and has been referred to Trustcrow by the Partner Realtor.
Referred Buyer
means any individual or organisation referred by the Partner Realtor and has entered into a purchase agreement with a seller for a listed property.
Seller
means any individual or entity that has granted Trustcrow a direct mandate to market, promote, and facilitate the sale of one or more real estate properties listed on the Platform.
Sell-side Fee
means the fee charged by Trustcrow to a seller upon closing of a successful transaction.
Term
means the period in which the Parties have agreed that
1.2Under these Terms, unless the context indicates a contrary intention:
1.2.1the singular shall include the plural and vice-versa;
1.2.2a reference to any one gender shall be capable of being construed as a reference to any of the others;
1.2.3 a reference to a natural person shall be capable of being construed as a reference to an artificial/legal person and vice versa and are to be further construed to include references to that person’s successors, transferees and assigns whether direct or indirect;
1.2.4a reference to “includes,” “including,” “including but not limited to,” or “including without limitation” and words or phrases of similar import shall be deemed to have the same meaning and the words “includes(s)” and “including” shall not be deemed to be terms of limitation but rather be deemed to be followed by the words “without limitation.”; and
1.2.5any reference in this Agreement to a clause is unless otherwise stated, to a clause hereof.
1.3 Headings embodied in the Terms are for convenience only and shall not be used in its interpretation.
2. Scope of Engagement
2.1 All Service fees, transaction costs, and other applicable charges are to be agreed upon directly between Trustcrow (as a seller’s representative) and the Prospective Buyers. The Partner Realtor may support the Prospective Buyer during negotiations but shall bear no financial responsibility for such fees.
2.2All Service fees, transaction costs, and other applicable charges are to be agreed upon directly between Trustcrow (as a seller’s representative) and the Prospective Buyers. The Partner Realtor may support the Prospective Buyer during negotiations but shall bear no financial responsibility for such fees.
3. Obligations
3.1 Obligations of Trustcrow
Trustcrow shall:
3.1.1provide the Partner Realtor with access to verified, direct mandate property listings through the Platform and ensure listings are kept current and accurate.
3.1.2 Provided the Partner Realtor with access to digitally verified title search reports for properties on or outside the property listings.
3.1.3 provide the necessary documents, media and information required by Partner Realtor to effectively refer Prospective Buyers.
3.1.4 provide timely updates and reasonable feedback to the Partner Realtor regarding the status of Referred Buyers.
3.1.5 promptly pay the applicable Commission to the Partner Realtor upon successful closing, in accordance with clause 6 of this Agreement.
3.1.6 perform such other responsibilities as may be reasonably necessary to fulfill its obligations under this Agreement.
3.2 Obligations of Partner Realtor
Partner Realtor shall:
3.2.1actively identify and refer the Prospective Buyers to Properties listed on the Platform.
3.2.2 accurately present the Properties to Prospective Buyers and shall not misrepresent any applicable terms and conditions or any fact to Prospective Buyers.
3.2.3 engage directly with Trustcrow (as seller representative) without any intermediary agent chains.
3.2.4 conduct Know-Your-Customer (KYC) on each Prospective Buyer.
3.2.5 serve as the liaison and point of initial contact for Prospective Buyers introduced to Trustcrow.
3.2.6 adhere to Trustcrow’s operating procedures and professional standards under the Direct2Seller Program.
3.2.7 represent Prospective Buyers in good faith and ensure ethical conduct during the referral process.
3.2.8 perform such other responsibilities as may be reasonably necessary to fulfill its obligations under this Agreement.
4. Costs
Except as otherwise agreed by the Parties, you agree that you shall bear your own costs and expenses of whatsoever nature incurred in connection with this Agreement.
5. Commission and Payment Terms
5.1In consideration for referring Prospective Buyers to Trustcrow, Trustcrow agrees to pay the Partner Realtor a commission equal to 30% (thirty percent) of its net Sell-side Fee generated from each successful Closing directly resulting from the purchase of Property by a Referred Buyer (the “Commission”).
5.2 You must be formally enrolled in the Direct2Seller Program and comply with its terms to qualify for Commission.
5.3 Trustcrow shall ensure the timely disbursement of the Commission through formal standing instructions with its partner commercial banks. Upon receipt of the Referred Buyer’s payment by the seller, Trustcrow shall deduct the Sell-side Fee and promptly remit the Commission to the Partner Realtor.
5.4 Commissions shall be payable only if:
5.4.1 The Prospective Buyer was not previously introduced or known to Trustcrow, directly or indirectly, by another agent, broker, or third party within the preceding 12 (twelve) months.
5.4.2 The transaction was conducted exclusively through the Direct2Seller Program in accordance with this Agreement. Trustcrow shall not be liable for any payments arising from transactions conducted outside its approved channels or in breach of Clause 6 (Non-Circumvention).
6. Non-Circumvention
You agree not to circumvent Trustcrow by directly approaching or transacting with the sellers introduced through the Direct2Seller Program without Trustcrow’s prior written consent. You expressly acknowledge that any circumvention shall result in your immediate and permanent removal from the Direct2Seller Program, and forfeiture of any accrued or future commissions.
7. Intellectual Property
7.1 You understand and agree that you shall not acquire directly or by implication, any rights in any intellectual property of Trustcrow 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.
7.2 Trustcrow shall maintain exclusive ownership of all intellectual property rights in its website, applications, and all software utilised for the purpose of collaborating.
8. Warranty and Indemnity
8.1 You warrant that you possess the requisite licences, permits, authorisations and/or registrations required to perform your respective obligations under this Agreement.
8.1 You warrant that this Agreement is legal, valid, binding upon and enforceable against it.
8.3 You warrant that the execution and delivery of, and performance of your obligations under this Agreement does not contravene or conflict with any material agreement, contract or other instrument to which you are a party.
8.4 You agree to indemnify and hold harmless Trustcrow 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 your gross negligence or wilful misconduct in performing any of your obligations under this Agreement, or a breach of your representations, warranties, covenants or agreements under this Agreement.
8.5 You agree to notify Trustcrow promptly of any written claims or demands against it.
9. Relationship of both Parties
9.1 You expressly acknowledge that this Agreement does not authorise or empower you to enter into any agreement on behalf of Trustcrow, and nothing in this Agreement shall be deemed to grant you the right to make any commitments for and on behalf of Trustcrow.
9.2 You agree not to act as agent or representative of Trustcrow. You acknowledge that you have no authority to bind Trustcrow for any purpose whatsoever nor shall the employees of each Party be deemed employees of the other.
9.3 You agree not to, directly or indirectly, circumvent, bypass, or otherwise exclude Trustcrow in any transaction related to the sale of the Properties.
9.4 Both Parties undertake to provide each other with all the assistance necessary for each Party to render its obligations under this Agreement.
10. Force Majeure
Neither Party shall be liable for failure to perform, or for delay in performing its obligations hereunder if such failure or delay shall be due to natural disasters, war, riot, civil commotion, weather, labour disputes, pandemics, epidemics, 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.
11. Limitation of Liability
Unless the loss or damage is caused by the fraud, 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.
12. Termination
Either party may terminate the Agreement before the end of the Term by providing the other Party with 15 (fifteen) days’ notice in writing, where the other Party has failed to carry out its obligations under this Agreement despite repeated demand by the terminating Party. The Engagement may also be terminated by the mutual consent of the parties at any time, such consent to be documented in a written memo.
13. Governing Law & Dispute Resolution
13.1 This Agreement shall be governed by and construed in accordance with the Laws of the Federal Republic of Nigeria.
13.2 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 Mediation Act, 2023.
13.3 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 10 (ten) 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 90 (ninety) 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.
13.4 Each Party shall bear its cost in connection with the Arbitration and the arbitrator’s fees shall be split equally between both parties.
14. Data Protection
14.1 You agree to establish and maintain adequate organisational and technical safeguards against the unauthorised destruction, theft, use, disclosure or loss of data in your possession or control.
14.2 You agree to at all times comply with applicable data protection requirements set out in the Data Protection Laws.
14.3 Trustcrow shall have rights to ownership and control of its data.
14.4 You hereby undertake not to use any data provided by Trustcrow other than for the provision of the Services and the performance of the obligations in this Agreement.
14.5 You shall take reasonable steps to identify all reasonably foreseeable internal and external risks posed to data under its possession or control and establish and maintain appropriate safeguards against any risks identified. You shall regularly verify that the safeguards are effectively implemented and keep a record of such verification. The safeguards shall be updated continually in response to new risks or deficiencies in previously implemented safeguards. You shall immediately notify Trustcrow:
14.5.1 of any risks posed to data that it has identified;
14.5.2 of the safeguards established by the Party to mitigate the impact of the risks; and
14.5.3 that the safeguards have been effectively implemented.
14.6 You shall notify Trustcrow of any security compromises or suspected security compromises of which you become aware or suspect, immediately on becoming so aware or forming such a suspicion.
14.7 You undertake to use the data provided only as strictly necessary to perform the obligations as required under this Agreement.
14.8 To the extent that a security breach arises out of your negligence or wilful default or any breach of your warranties, you agree to indemnify, defend and hold Trustcrow harmless from and against any losses, damages, claims, liabilities, costs and expenses, including reasonable attorneys’ fees and other reasonable legal expenses arising out of or relating to such security breach.
15. Amendment
Trustcrow reserves the right, in its sole discretion, to change these Terms. Trustcrow shall notify you of such changes.
16. Amendment
Trustcrow reserves the right, in its sole discretion, to change these Terms. Trustcrow shall notify you of such changes.
17. Entire Agreement
This Agreement contains the entire agreement between You and Trustcrow with respect to the subject matter and supersedes all prior arrangements and understandings (whether oral or written).
18. 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 to produce as near as may be, the economic result intended by the Parties to this Agreement.
19. Contact Us
If you have any questions about these Terms & Conditions, please contact us at letstalk@gotrustcrow.com.