LEGAL & PRIVACY

SELLER TERMS & PROPERTY MARKETING MANDATE

Effective date: 17 October 2026

These Seller Terms & Property Marketing Mandate (“Seller Agreement”) govern Properties submitted, advertised or marketed through Enugu Properties.

Enugu Properties is operated by:

MAGENCY ONLINE SOLUTIONS LTD. RC Number: 8229228 Private Company Limited by Shares

34V Terraces Estate Road No. 2 Off Orchid Road Lekki 106104 Lagos Nigeria

Support: support@enuguproperties.com WhatsApp: +234 903 366 0763

This Seller Agreement should be read with:

Enugu Properties Terms of Use;
Privacy Policy;
applicable Listing Plan;
any separate Property-specific Mandate Schedule expressly accepted by the Seller.

Accepting these listing terms or submitting an advert does not itself agree a sales commission. Commission-bearing services require a separate proposal with an exact rate and terms, accepted by the Seller before those services begin.

PART A — SELLER TERMS

1. PURPOSE

This Agreement establishes:

Seller responsibilities;
Property-submission requirements;
moderation;
verification;
inspections;
buyer introductions;
advertising plans;
Property-specific marketing appointments;
Success Fee arrangements.

2. SELLER

“Seller” includes:

Property Owner;
authorised Agent;
developer;
company;
lawful representative.

The Seller's actual capacity must be recorded truthfully.

3. SELLER AUTHORITY

By submitting a Property, the Seller confirms that they genuinely have authority to advertise it.

Where requested, the Seller must provide reasonable evidence.

4. AGENTS

An Agent must not submit Property simply because:

the Agent saw another advertisement;
obtained photographs;
knows another Agent;
heard that Property is available.

We may require direct Owner confirmation or other authority.

5. AUTHORITY DOES NOT EQUAL TITLE

Confirming authority to market does not itself prove:

good legal title;
ownership free from disputes;
document authenticity;
absence of encumbrances.

6. SELLER INFORMATION

The Seller must provide Property information accurately to the best of their knowledge.

This includes:

location;
asking price;
dimensions;
Property type;
features;
condition;
title/document category;
availability.

7. MATERIAL ISSUES

Where requested, the Seller must not knowingly conceal issues such as:

ownership disputes;
family disputes;
litigation;
competing sales;
mortgages;
charges;
government acquisition;
revocation;
boundary disputes;
probate issues;
joint ownership;
existing rights affecting sale.

8. DOCUMENTS

We may request documents including:

C of O;
Right of Occupancy;
Deed of Assignment;
Deed of Conveyance;
Allocation Letter;
Survey Plan;
Power of Attorney;
probate records;
company records;
authority to market.

Submission alone does not establish authenticity.

9. FALSE DOCUMENTS

The Seller must not knowingly submit:

forged documents;
manipulated evidence;
false identity information;
photographs of unrelated Property.

Serious concerns may result in immediate suspension.

10. PROPERTY MEDIA

The Seller must have appropriate rights to provide photographs, video and other media.

The Seller gives Enugu Properties permission to process and display that media for legitimate Property-marketing purposes.

11. ASKING PRICE

The asking price must be authorised by the Owner.

The Seller must promptly notify us of material price changes.

12. OFFERS

The Seller remains free to accept, reject or negotiate offers unless a separate legally binding agreement provides otherwise.

An offer displayed in the Platform does not itself transfer ownership.

13. LISTING PLANS

Listings may use:

Free;
Plus;
Premium;
other future plans.

Plans may differ in duration, media allowances and promotional visibility.

14. SERVICE AVAILABILITY

Some Platform features may be disabled during Enugu Properties' initial public launch.

A Seller is not entitled to a feature simply because it appears in an old screenshot, development plan or technical description.

The live plan description at the time of purchase or activation controls.

15. ADVERTISING AND VERIFICATION ARE SEPARATE

Buying Premium or Featured placement does not buy verification.

Verification must arise from the applicable evidence-based process.

16. MODERATION

Property cannot automatically become public merely because it is submitted or paid for.

Enugu Properties may:

approve;
reject;
request changes;
request documents;
pause;
remove

a Listing.

17. MATERIAL CHANGES

Material changes after approval may require renewed moderation.

This can include:

Seller;
Owner;
location;
dimensions;
title information;
survey information;
material Property description.

Verification may also need to be repeated.

18. INSPECTIONS

Where inspection services are available, the Seller agrees to cooperate reasonably with properly arranged visits.

A standard inspection is not automatically a legal title investigation, structural survey or valuation.

19. BUYER ENQUIRIES

Enugu Properties may receive, qualify and manage buyer enquiries.

The Seller accepts that their direct contact details may not initially be displayed publicly.

20. COMPLIANCE

We may request additional information for:

fraud prevention;
identity verification;
anti-money laundering obligations;
legal compliance;
transaction investigation.

21. WITHDRAWAL

The Seller may request withdrawal of the Property.

Withdrawal:

stops or pauses public advertising;
does not erase transaction history;
does not automatically refund advertising already supplied;
does not automatically extinguish obligations involving a genuine Introduced Buyer.

PART B — PROPERTY MARKETING MANDATE

This Part applies only if the Seller separately accepts a Property-specific commission proposal or Mandate Schedule stating the exact fee, services, qualifying transaction and payment terms. The ordinary advert-submission checkbox does not accept a commission rate.

22. APPOINTMENT

By accepting a Property-specific Mandate Schedule, the Seller appoints:

MAGENCY ONLINE SOLUTIONS LTD., operating Enugu Properties

to provide the marketing and transaction-support activities identified in this Agreement.

23. DEFAULT MANDATE TYPE

Unless the Schedule expressly states otherwise, the Mandate is:

NON-EXCLUSIVE

The Seller may therefore:

market personally;
use another Agent;
use another property platform.

However, a Success Fee may remain payable where a qualifying transaction completes with an Introduced Buyer under this Agreement.

24. EXCLUSIVE MANDATES

An Exclusive Mandate applies only where:

expressly displayed;
specifically accepted;
its commercial consequences are clearly disclosed.

A Seller must never be treated as accepting exclusivity through a hidden default.

25. OUR SERVICES UNDER THE MANDATE

Depending on the arrangement, Enugu Properties may:

advertise Property;
respond to enquiries;
introduce prospective Buyers;
arrange inspections;
coordinate verification;
record offers;
coordinate searches;
support communication;
monitor transaction milestones.

26. NO AUTHORITY TO TRANSFER TITLE

Unless separately authorised by a valid instrument, Enugu Properties cannot:

sign conveyancing documents for the Seller;
transfer title;
give possession;
receive Property purchase consideration as Seller;
make legal representations on Seller's behalf.

27. SUCCESS FEE

Where the Seller separately accepts a Property-specific commission proposal or Mandate Schedule, a Success Fee may be payable only when its qualifying conditions are met.

For new percentage-based sales services, Enugu Properties negotiates an exact rate within 2%–10% of the final agreed Gross Sale Price. The rate depends on the Property's value, marketing requirements, services and our level of involvement. It must be expressly agreed in writing before the relevant commission-bearing services begin. The 10% upper limit is not a default charge.

The separate proposal must state the agreed percentage, the services to be provided, which completed sale qualifies, who pays and when payment is due. The fee is calculated from the final agreed sale price under those terms. Neither accepting these general listing terms nor posting an advert creates that fee. No higher commission can be imposed unilaterally after acceptance; any variation needs a further written agreement between the parties.

Previously accepted Property-specific arrangements retain their original terms. Advertising plan prices and any other separately agreed service charges are distinct from the Success Fee.

28. GROSS SALE PRICE

Unless the Schedule states otherwise, Gross Sale Price means the genuine total consideration agreed for the Property itself.

It ordinarily excludes:

government taxes;
statutory registration charges;
separately identified professional fees.

Artificial arrangements intended to disguise part of the genuine Property consideration may be treated according to their substance.

29. WHEN SUCCESS FEE IS EARNED

For a standard Non-Exclusive Mandate, the Success Fee is earned where:

Enugu Properties has a genuine contractual mandate from the Seller;

the Buyer qualifies as an Introduced Buyer;

Enugu Properties' introduction or marketing work was an effective part of the chain that resulted in the transaction; and

the sale completes.

This structure is intentional. Nigerian Supreme Court authority has emphasised that merely giving someone information about Property, without a proper agency basis or effective causal role, does not automatically create a commission entitlement.

30. PAYMENT DATE

Unless the Schedule states otherwise, an earned Success Fee becomes payable:

within 3 Business Days after Completion.

31. NO FULL SUCCESS FEE FOR AN UNCOMPLETED OFFER

Unless expressly agreed otherwise:

enquiry;
inspection;
offer;
acceptance

does not itself trigger the standard completion-based Success Fee.

32. INTRODUCED BUYER

An “Introduced Buyer” means an identifiable Buyer who during the Mandate Period:

makes a Property-specific enquiry through Enugu Properties;
is specifically introduced to the Seller by Enugu Properties;
attends an inspection arranged through Enugu Properties;
submits an offer through Enugu Properties;
receives non-public Property information as part of a genuine purchase enquiry;
is otherwise specifically identified to the Seller as a prospective Buyer.

Anonymous website browsing alone does not make someone an Introduced Buyer.

33. INTRODUCTION RECORDS

We may maintain evidence including:

enquiry reference;
Buyer;
Property;
inspection;
offer;
date;
communications.

These records may help resolve commission disputes.

34. PRE-EXISTING BUYERS

The Seller should declare genuine Buyers who were already in active discussions before the Mandate began.

These can be recorded as:

Pre-Existing Prospects.

A genuine Pre-Existing Prospect does not automatically become our Introduced Buyer merely by viewing the public Listing.

35. NOTICE OF PRE-EXISTING RELATIONSHIP

If we identify a Buyer whom the Seller says was already actively negotiating for the Property, the Seller should tell us promptly, preferably within:

5 Business Days.

Reasonable evidence may be requested.

36. DIRECT COMPLETION WITH INTRODUCED BUYER

Where Enugu Properties genuinely introduced the Buyer and the qualifying transaction later completes directly between the Seller and Buyer, the Success Fee may remain payable.

Changing the communication channel does not automatically erase a genuine introduction.

37. OTHER AGENT

Similarly, using another Agent to conclude negotiations does not necessarily extinguish the Success Fee if:

Enugu Properties held the valid Seller mandate;
we genuinely introduced the Buyer;
our introduction remained an effective cause of the completed transaction.

38. ANTI-CIRCUMVENTION

The Seller must not deliberately attempt to avoid an agreed Success Fee by:

moving an Introduced Buyer off-platform secretly;
pretending the Buyer came from another source;
using a nominee solely to conceal the Buyer's identity;
postponing Completion purely to evade an applicable fee.

This clause applies only to genuine qualifying introductions.

39. INDEPENDENT BUYERS

For a Non-Exclusive Mandate, Enugu Properties does not claim commission merely because the Property sells.

If the Seller genuinely finds a Buyer independently and Enugu Properties did not introduce or materially cause that Buyer to purchase, the normal Enugu Properties Success Fee is not payable solely because the Listing existed.

40. TAIL PERIOD

Unless another period is displayed in the Schedule, the standard Tail Period is:

180 DAYS

after termination of the Mandate.

The Success Fee may remain payable during the Tail Period if:

the Buyer was genuinely introduced during the Mandate Period; and
the sale to that Buyer later completes.

41. PURPOSE OF TAIL PERIOD

The Tail Period protects genuine introductions from deliberate delay.

It does not create commission on Buyers we never introduced.

42. SELLER SALE NOTIFICATION

The Seller must notify Enugu Properties reasonably promptly when:

an offer is accepted;
the transaction reaches formal contract;
the Property is sold;
the Property is withdrawn;
Completion occurs.

43. COMPLETION INFORMATION

Where commission applies, we may request reasonable evidence of:

Completion;
final sale price;
completion date.

We should not demand information unrelated to establishing the fee.

44. INSTALMENT SALES

Where Property is sold by instalments, the parties may agree how the Success Fee is paid.

Unless expressly varied, commission calculation remains based on the agreed Gross Sale Price.

45. SELLER'S SOLICITOR

The Seller remains free to engage an independent solicitor.

Where authorised, the solicitor may confirm Completion details or settle an agreed fee from completion proceeds.

Such authority must not be assumed.

46. THIRD-PARTY PROFESSIONAL FEES

Costs for:

solicitor;
survey;
valuation;
official search;
inspection;
photography

may be separate from Enugu Properties' Success Fee.

Separate charges must be disclosed before commitment.

47. DUPLICATE AGENT CLAIMS

If another Agent claims the same Buyer introduction, the Seller should notify us.

Relevant evidence may include:

dates;
communications;
inspection history;
previous negotiations.

We will not knowingly claim commission merely because another Agent also makes a demand.

48. CONFLICTS

Enugu Properties should disclose a material conflict of interest that becomes known to us.

We must not secretly act for both sides on conflicting commission arrangements.

A Buyer may separately purchase a clearly disclosed service without automatically making Enugu Properties the Buyer's acquisition agent.

49. TERMINATION

Either party may terminate a Non-Exclusive Mandate using the Platform or written/electronic notice unless a specifically agreed term lawfully provides otherwise.

Termination does not affect:

accrued advertising fees;
qualifying transactions already completed;
Tail Period;
fraud claims;
records reasonably required for legal or operational purposes.

50. LISTING EXPIRY

Expiry of an advertising plan does not automatically terminate a separate Marketing Mandate unless the Property Schedule states that both periods are the same.

51. CONFIDENTIALITY

We will take reasonable steps to protect private Seller and Property information.

The Seller authorises us to disclose information reasonably necessary to legitimate:

Buyers;
staff;
inspectors;
Professional Providers.

52. PERSONAL DATA

Seller information is processed under the Enugu Properties Privacy Policy.

53. FRAUD

We may pause or terminate activity where we reasonably suspect:

forged documents;
identity misuse;
unauthorised sale;
fraud;
money laundering.

54. LIMITATION OF LIABILITY

Nothing in this Agreement excludes liability that applicable law does not permit us to exclude.

Subject to mandatory law, we do not guarantee:

sale;
Property value;
buyer performance;
transaction completion;
uninterrupted Platform availability.

55. SELLER RESPONSIBILITY FOR DELIBERATE MISCONDUCT

To the extent permitted by law, a business Seller may be responsible for reasonable direct loss caused by the Seller's deliberate:

fraud;
forged documentation;
unauthorised marketing;
copyright infringement;
circumvention of an agreed qualifying Success Fee.

This clause does not remove mandatory consumer protections.

56. COMMISSION DISPUTES

When a dispute arises, relevant evidence should include:

accepted Mandate version;
commission rate;
Buyer identity;
introduction history;
transaction timeline;
Completion;
Tail Period.

The parties should first attempt good-faith resolution.

57. GOVERNING LAW

This Seller Agreement is governed by Nigerian law and relevant Property laws applicable where the Property is located.

Nothing in this Agreement itself transfers land.

58. ELECTRONIC ACCEPTANCE

The Mandate may be accepted electronically.

The system may preserve:

Seller Account;
Property;
Agreement version;
commission;
Mandate type;
timestamp;
technical acceptance evidence where lawful.

59. HISTORICAL VERSION

The exact Mandate accepted by the Seller must be preserved.

Future changes must not silently rewrite an earlier accepted Property-specific commercial agreement.

PART C — PROPERTY-SPECIFIC MANDATE SCHEDULE

This Schedule is a separate commission agreement only when completed with an exact fee and terms and expressly accepted by the Seller. It is not completed or accepted merely by publishing an advert.

ENUGU PROPERTIES

Brand: Enugu Properties Operator: MAGENCY ONLINE SOLUTIONS LTD. RC: 8229228

SELLER

Seller Name: [System populated]

Seller Reference: [System populated]

Seller Type:

[ ] Property Owner [ ] Authorised Agent [ ] Developer / Company [ ] Joint / Family Representative [ ] Other

Organisation: [If applicable]

PROPERTY

Property Reference: [EP-YYYY-XXXXXX]

Property: [System populated]

Location: [System populated]

Asking Price: ₦[System populated]

SELLER CAPACITY

[ ] I am the Owner.

[ ] I am authorised by the Owner.

[ ] I represent the company/developer.

[ ] Joint/family Property circumstances have been disclosed.

[ ] Other.

MANDATE TYPE

Default:

[✓] NON-EXCLUSIVE

Alternative only where specifically accepted:

[ ] EXCLUSIVE

MANDATE PERIOD

Start: [Date]

End: [Date]

or:

[ ] Continues until terminated under the Agreement.

SUCCESS FEE

Type:

[ ] Percentage [ ] Fixed Fee [ ] Negotiated Arrangement

Agreed Percentage:

[Exact percentage agreed separately]%

of Gross Sale Price

OR:

Agreed Fixed Amount: ₦[ ]

The Seller confirms that this fee was clearly displayed before acceptance.

PAYMENT TRIGGER

Default:

A qualifying Success Fee becomes payable when a transaction with a qualifying Introduced Buyer completes.

Payment Due: 3 Business Days following Completion unless varied below.

Variation: [If any]

TAIL PERIOD

Default:

180 DAYS

Alternative agreed period:

[ ]

PRE-EXISTING PROSPECTS

[ ] No Pre-Existing Prospects declared.

or:

Prospect: [ ]

Evidence / Date of prior discussions: [ ]

ADVERTISING PLAN

[ ] Free [ ] Plus [ ] Premium [ ] Other

Price: ₦[ ]

Duration: [ ]

Advertising fees are separate from Success Fee unless expressly stated otherwise.

ADDITIONAL SERVICES

[ ] Physical Inspection [ ] Photography [ ] Video — where available [ ] Document Review [ ] Official Search Coordination [ ] Survey Review Coordination [ ] Legal Due Diligence Coordination [ ] Diaspora Support [ ] Other

Only Services currently enabled by Enugu Properties may be selected.

SELLER DECLARATION

By accepting this Mandate, I confirm that:

I have read this Seller Agreement.

Information supplied by me is accurate to the best of my knowledge.

I am the Owner or genuinely authorised to market the Property.

Enugu Properties may request supporting evidence.

Advertising payment does not purchase verification.

Publication does not guarantee legal title.

I understand that submitting an advert does not accept a Success Fee; I will review and separately accept an exact rate and terms if I choose commission-bearing services.

I understand the definition of Introduced Buyer.

I understand the Tail Period.

I will notify Enugu Properties if the Property sells or is withdrawn.

I agree to electronic acceptance and record keeping.

ACCEPTANCE RECORD

Seller: [System]

Property: [System]

Agreement Version: [System]

Mandate Type: [System snapshot]

Commission: [System snapshot]

Tail Period: [System snapshot]

Accepted At: [Timestamp]

Acceptance Method: [System]

Agreement Snapshot Reference: [System]