Acceptance of this agreement

Before you become entitled to receive the Advertising Services, you must read and accept the terms and conditions set out in this agreement ("Agreement") by clicking on the "Accept" button at the end of this Agreement. By clicking on the "Accept" button you agree to be bound by the terms and conditions of this Agreement ("Acceptance"), and after Acceptance has occurred, you are authorised to receive and use the Property Advertisement Services in accordance with this Agreement. If you do not accept this Agreement, you are not authorised to receive and use the Property Advertisement Services in any way.

PARTIES

This Agreement is between you ("you" or "Advertiser") and Das Technologies Limited ("Das Tech") (Company Number: RC 679417) whose registered office is 2nd Floor Shekinah Plaza, SL Akintola Boulevard, Garki II, Abuja, Nigeria in respect of the "Advertising Services" (defined below) set out in this Agreement. "Parties" will mean Das Tech and the Advertiser and "Party" will mean Das Tech or the Advertiser, as applicable.

IT IS AGREED THAT:

1. SCOPE OF THIS AGREEMENT
   
   1.1. Das Technologies Limited maintains a site on the Internet located at: http://www.das%20property.com/ ("Dasproperty.com"). Save as otherwise set out in this agreement, this Agreement relates to the Advertiser electronically submitting its commercial or residential property ("Advertising Content”) on the Dasproperty.com Site via Dasproperty.com’s on-line advertising posting service ("Posting Service”). Such Advertising Content will be automatically posted and published by Dasproperty.com's systems (i.e. without the assistance of any Das Tech personnel) into the property listing section of the Dasproperty.com Site, as applicable, so that such Advertising Content is advertised to and may be accessed by Dasproperty.com's Users (defined below) should such Users wish to do so. The Posting Service (including storing the Advertising Content submitted electronically by the Advertiser), the processing and posting by Das Tech's systems, and the advertising in the relevant section of the Das Tech site will be the "Advertising Services" for the purpose of this Agreement. As part of the Advertising Services, Das Tech also offers the Advertiser the facility to edit its advertisements already on the Das Tech Site via the Posting Service.
   
   1.2. Das Tech also offers an advertising service whereby Das Tech will process and post the Advertiser's adverts to the Dasproperty.com Site on behalf of the Advertiser. Such advertising service is usually for higher value, multiple volume advertisements. If the Advertiser is interested in this service, it should contact Das Tech using the contact details in this Agreement and Das Tech will let the Advertiser know if it qualifies for this advertising service.
   
   1.3. The Property Advertisement Services set out in this Agreement may be provided by Das Tech or, if applicable, by the relevant Das Tech Affiliate. For the purposes of this Agreement, "Das Tech Affiliates" will mean any partner or holding company of Das Tech, or a subsidiary of Das Tech. "Das Tech Affiliate" will mean one of the Das Tech Affiliates, as applicable.
   
   1.4. Each electronic submission of the Advertising Content by the Advertiser to the Das Tech Site via the Posting Service will remain advertised on the Das Tech Site for up to 4 weeks from the Launch Date (defined below) unless the Advertiser selects a shorter period via the Posting Service. Such 4 week period or such shorter period selected by the Advertiser will be the "Advertising Period”. Each posting of Advertising Content to the Das Tech Site will first appear on the Das Tech Site no later than 3 Working Days (for the purposes of this Clause 1.4, "Working Days" are defined as Monday-Friday between 9am and 6 pm but excluding public holidays in the United Kingdom) after the electronic submission of such Advertising Content by the Advertiser to the Posting Service. The first day of the Advertising Period is the day the Advertising Content is advertised on the Das Tech Site for the first time and this day will be the "Launch Date" for the purposes of this Agreement. Subject to the Advertiser pre-paying the relevant Fees, the Advertiser may extend the Advertising Period by a period of up to 4 weeks by selecting such extension via the Posting Service.
   
   1.5. The Advertiser will be liable for the fees ("Fees”) payable to Das Tech for the Property Advertisement Services in accordance with this Agreement and the Advertiser will pay the Fees to Das Tech in accordance with Clause 4 below.
   
   1.6. At all times, the Advertiser is solely responsible for electronically submitting the Advertising Content to the Dasproperty.com Site and the contents and details of any of the Advertising Content provided to Das Tech under this Agreement. Das Tech will not be liable or responsible for checking the Advertising Content to ensure it is correct, accurate and complete or that it does not contain any errors. Das Tech will not be liable for any errors, mistakes, or omissions made during the electronic submission, processing and/or posting the Advertising Content to the Das Tech Site.
   
   1.7. Das Tech allows users ("Users”) to search for and access the content of the Das Tech Site (including the Advertising Content advertised on the Dasproperty.com Site) and other sites on the Internet. Das Tech does not guarantee that the Property Advertisement Services will lead to a successful advertising campaign for the Advertiser.
   
   1.8. The Advertiser will keep the Advertising Content up to date and ensure it is correct at all times, including prior to submitting it to the Dasproperty.com Site.
2. CHANGES, DELETION BY THE ADVERTISER
   
   After the Launch Date, the Advertiser may delete any of the Advertising Content from the Das Tech Site by using the editing facilities of the Posting Service. In this event, the Advertiser will remain subject to the full Fees for such Advertising Content (unless otherwise agreed by the Parties in accordance with Clause 10.1 below) and the Advertiser will not be entitled to a refund of any Fees pre-paid by the Advertiser for such Advertising Content deleted pursuant to this Clause 2.
3. DELETION, REFUSAL TO POST, SUSPENSION OR CHANGE BY DAS TECH
   
   3.1. Das Tech may delete any Advertising Content from the Das Tech Site or refuse to post any Advertising Content to the Das Tech Site if:
   
   3.1.1. the content of such an Advertising Content is not consistent with Das Tech's reasonable advertising standards from time to time in effect;
   
   3.1.2. Such Advertising Content does or is likely to breach any applicable law or regulation;
   
   3.1.3. The Advertiser has breached or threatened to breach the terms of this Agreement; or
   
   3.1.4. The content of any Advertising Content is obscene, blasphemous, defamatory, or infringes the Intellectual Property Rights (defined at Clause 8.2 below) of any third party.
   
   3.2. Das Tech may immediately delete, suspend, or refuse to accept any Advertising Content if the Advertiser fails a credit check carried out by Das Tech or a third party at any time or if the Advertiser resells any of Das Tech's Property Advertisement Services set out in this Agreement to any third party. Das Tech may check that the Advertiser or the person dealing with Das Tech on behalf of the Advertiser has authority to use any credit or other payment card in relation to this Agreement.
   
   3.3. Das Tech may delete any Advertising Content without any reason at any time after Acceptance has occurred. In this event the Advertiser will only be liable for the Fees for the Advertising Content advertised on the Das Tech Site up to the date of such deletion or refusal. Das Tech will refund any Fees pre-paid by the Advertiser that relate to the relevant Advertising Content deleted or refused pursuant to this Clause 3.3.
   
   3.4. Das Tech may move, change the position of, or reduce or increase the size of any Advertising Content on the Das Tech Site at any time if necessary or desirable for organisational or presentational reasons on the Das Tech Site.
   
   3.5. Other than as set out in this Agreement, Das Tech will not amend or change the Advertising Content on the Das Tech Site.
   
   3.6. Unless otherwise agreed by the Parties in accordance with Clause 10.1 below, irrespective of any action taken by Das Tech in relation to any Advertising Content pursuant to Clauses 3.1, 3.2, and 3.4 above, the Advertiser will be subject to the full Fees for such Advertising.
   
   3.7. Das Tech will give the Advertiser reasonable notice prior to any action taken by Das Tech pursuant to Clause 3. However, if such action is immediate, Das Tech will give the Advertiser notice as soon as reasonably practicable thereafter.
4. PAYMENT AND INVOICING
   
   4.1. Save as otherwise set out in this Agreement, the Fees for the Property Advertisement Services provided under this Agreement will be quoted to the Advertiser on the Posting Service or in written official invoice at the time the Advertiser indicates interest in the Property Advertisement Services it wishes to obtain under this Agreement.
   
   4.2. The Advertiser will pay the relevant Fees to Das Tech at the time it agrees to use the Property Advertisement Services available on the Dasproperty.com site. Unless otherwise agreed by Das Tech in accordance with Clause 10.1, the Advertiser will pay the Fees due under this Agreement to Das Tech by paying directly to a Das Tech representative, bank transfer or cash deposit to the Das Tech designated bank account. The details of the account may be found on the Dasproperty.com site. Payment will be deemed to have been made by the Advertiser to Das Tech at the time the funds due have been collected by a Das Tech representative or evidence of successful bank transfer or cash deposit.
   
   4.3. Unless otherwise set out in this Agreement or agreed by the Parties in accordance with Clause 10.1, the Advertiser will not be entitled to any refund, credit, lien or set-off of any kind from the time the relevant Fee is paid to Das Tech. Das Tech will refund, as soon as reasonably practicable, any Fees due to the Advertiser under this Agreement.
   
   4.4. All Fees and any other additional fees or charges described in this Agreement or set out in the Das Tech Site are in Nigerian Naira (NGN) and net of value added tax ("VAT”). VAT is due and payable on all Fees.
   
   4.5. In the event that Das Tech (or its systems) provides an incorrect quote of the Fees (whether due to an error or otherwise) to the Advertiser prior to Acceptance in respect of the relevant Property Advertisement Services requested by the Advertiser and/or Das Tech has received such incorrect amount of Fees from the Advertiser, as applicable, the Advertiser will pay Das Tech the correct amount due to Das Tech by directly to a Das Tech representative, by bank transfer or cash deposit if Das Tech contacts the Advertiser and provides details of the incorrect quote or, if applicable, Das Tech will refund any overcharged Fees to the Advertiser due to such incorrect Fees being previously charged to the Advertiser under this Clause 4.5.
5. DAS TECH SITE AND THE ADVERTISING CONTENT
   
   5.1. Das Tech makes no representation or warranty that the whole or part of the Das Tech Site will be accessible at all times, or useable by all Users and/or the Advertiser, or error free.
   
   5.2. Das Tech reserves the right without notice to the Advertiser, to suspend temporarily or alter the operation of the Das Tech Site, for legal or technical reasons. Das Tech will try to give the Advertiser as much notice where possible either by email or telephone or by posting notice on the Das Tech Site prior to taking any of the actions described in this Clause 5.2, but prior notice may not always be feasible for a variety of reasons.
   
   5.3. The Advertiser will ensure that all Advertising Content or any other information provided by the Advertiser is legal, decent, honest, truthful, accurate and not misleading in any way and the Advertiser will not use the Das Tech Site for any fraudulent or illegal purposes.
   
   5.4. The Advertiser will ensure that the Advertising Content complies with all applicable legislation, regulations, codes and guidelines applicable to such Advertising Content being advertised on the Das Tech Site. The Advertiser will ensure that the Advertising Content does not contain material that is obscene, blasphemous, defamatory, infringing on any rights of any third party or otherwise legally actionable by such third party.
   
   5.5. The Advertiser warrants that it has, or will procure prior to the Launch Date, all necessary consents, releases and licences to provide the Advertising Content to the Das Tech Site and to deal with it as described in this Agreement, and the Advertiser hereby provides, all such consents, leases and licences to Das Tech and the Das Tech Affiliates, as applicable, for the purposes of this Agreement.
   
   5.6. Das Tech will have sole control over the "look and feel" of the Das Tech Site, including the Advertising Content provided by the Advertiser to the Das Tech Site and the display, appearance and placement of the Parties' respective names and/or brands.
   
   5.7. Any matter of complaint arising out of the publication of the Advertising Content on the Das Tech Site will be notified to Das Tech in writing by the Advertiser within 48 (forty eight) hours of receipt of such complaint.
6. TERM AND TERMINATION
   
   6.1. This Agreement is binding upon Das Tech and the Advertiser immediately from the date of Acceptance and it will remain in force until the end of the Advertising Period (or such extension thereof in accordance with Clause 1.4) unless terminated earlier by either Party in accordance with this Agreement.
   
   6.2. Either Party may at any time by notice in writing terminate this Agreement forthwith if the other Party is in breach of the terms of this Agreement and such breach is not capable of remedy; or if such breach is capable of remedy and the Party committing the breach has failed to remedy the breach within thirty (30) days of written notice to it from the other Party, specifying the breach and requiring its remedy.
   
   6.3. If a Force Majeure Event continues for a period of 60 consecutive days, then the other Party may terminate this Agreement forthwith where the non-performing Party fails to perform any of its obligations under this Agreement due to that Force Majeure Event (defined in Clause 10.4 below). The Advertiser will be liable for the Fees for the relevant Advertising up until the date of the Force Majeure Event.
   
   6.4. The Advertiser acknowledges that the Property Advertisement Services (because such Property Advertisement Services include the Posting Service) commence from the date of electronic submission of the Advertising Content to the Posting Service. Subject to Clauses 6.1, 6.2, 6.3 above, the Advertiser acknowledges that it will not be entitled to cancel this Agreement from the date the Property Advertisement Services commence as described in this Clause 6.4.
   
   6.5. Termination in accordance with Clause 6 will not prejudice or affect any right of action or remedy that will have accrued or will thereafter accrue to either Das Tech or the Advertiser.
7. LIABILITY
   
   7.1. Neither Party excludes liability for the following: (a) death or personal injury caused by either Party to the extent to which it arises from either Party's negligence or breach of contract; (b) any fraudulent pre-contractual misrepresentations made by either Party upon which the other Party can be shown to have relied; and (c) any other liability which by law cannot be excluded by either Party.
   
   7.2. Subject to Clause 7.1 above, in no event will Das Tech or the Das Tech Affiliates be liable for: (i) any damages caused by the failure of the Advertiser to perform its obligations under this Agreement; (ii) the Advertising Content provided by the Advertiser; (iii) any damage or loss of any materials (in electronic or other form) supplied by the Advertiser for the purposes of this Agreement; (iv) the termination of this Agreement; (v) the cancellation, deletion or suspension of any Advertising Content in accordance with this Agreement by either Party; (vi) temporary interruptions, errors, delays or restrictions to the Das Tech Site; or (vii) save as otherwise set out in Clause 7.4 below, any damages arising out of this Agreement.
   
   7.3. Subject to Clause 7.1 above and Clause 7.4 below, to the extent that Das Tech is deemed by a court of competent jurisdiction, to have any liability to the Advertiser in contract, tort (including negligence) or otherwise in respect of this Agreement, Das Tech's entire liability for any one incident or related series of incidents will be limited to the greater of:
   
   7.3.1. N 250; or
   
   7.3.2. the Fees actually paid by the Advertiser to Das Tech during the 3 months preceding the date on which the liability arises.
   
   7.4. Subject to Clause 7.1 above, in any Year, Das Tech's total liability under this Agreement will be limited to the greater of N100,000 or the total Fees actually paid during that Year by the Advertiser. "Year" will mean a 12 (twelve) month period, the first Year starting on the date of Acceptance and subsequent Years starting on each anniversary of the date of Acceptance.
   
   7.5. Subject to Clause 7.1 above, Das Tech will not be liable to the Advertiser in contract, tort, negligence or otherwise for: (a) any economic loss (including without limitation, loss of revenue, business, contracts, profits or anticipated savings); (b) any loss of goodwill or reputation; (c) any loss of opportunity; (d) any loss of data; (e) any loss relating to the value of the subject matter of the Advertising Content advertised on the Das Tech Site; or (f) any special, indirect or consequential loss.
   
   7.6. The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms, and obligations implied by statute, common law, usage, course of dealing or otherwise, all of which are excluded to the fullest extent permitted by law.
8. INDEMNITY
   
   8.1. The Advertiser will fully indemnify Das Tech from and against all claims, demands, actions, losses and damages, costs, charges, fines and expenses (including but not limited to reasonable costs and disbursements on a solicitor and client basis) arising from or incurred due to: (a) any infringement or alleged infringement of any third party Intellectual Property Rights (defined below) caused by Das Tech's use (pursuant to this Agreement) of the Advertising Content provided by the Advertiser; or (b) the Advertiser providing any Advertising Content which is obscene, blasphemous, or defamatory or otherwise in breach of any applicable law or regulation.
   
   8.2. For the purposes of this Agreement, "Intellectual Property Rights" means patents, trade marks, service marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, know-how, trade or business names, domain names and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom).
9. PERSONAL DATA
   
   The Advertiser must read Das Tech's Privacy Policy as it forms part of this Agreement.
10. GENERAL
    
    10.1. Subject to any fraudulent statements or misrepresentations, this Agreement is the entire agreement between Das Tech and the Advertiser and it will supersede any other oral or written communications, agreements, promises or representations with respect to the subject matter of this Agreement. No variation or amendment to this Agreement will be valid unless it is in writing, refers specifically to this Agreement and is signed by the Advertiser and Das Tech. This Agreement does not affect any consumer rights that the Advertiser may have under the provisions of any applicable law or regulation.
    
    10.2. This Agreement is not an exclusive arrangement with the Advertiser and the Advertiser is free to enter into any contract with any other entity providing advertising services. The Advertiser acknowledges and agrees that this Agreement will not constitute, create or give effect to a joint venture, pooling arrangement, principal/agency relationship, partnership or formal business organisation of any kind and the Advertiser will not have the right to bind Das Tech without Das Tech's express prior written consent.
    
    10.3. If any part of this Agreement is held by a court of competent jurisdiction to be unenforceable, the validity of the remainder of this Agreement will not be affected. No delay, neglect or forbearance on the part of either Party in enforcing against the other Party any term or condition of this Agreement will either be or be deemed to be a waiver or in any way prejudice any right of that Party under this Agreement.
    
    10.4. If either Party is unable to perform any of its obligations under this Agreement because of a Force Majeure Event, such non-performing Party will not have liability to the other Party for such failure to perform. "Force Majeure Event" means any: fire, flood, earthquake or act of God; explosion, war, civil disorder, industrial disputes (but not including disputes involving the non-performing Party's own employees), or revolution; or other similar cause or event beyond the reasonable control of the non-performing Party.
    
    10.5. This Agreement may not be assigned, novated, sub-licensed or otherwise transferred by the Advertiser in whole or in part without the prior written consent of Das Tech. Das Tech may assign, novate, sub-licence or otherwise transfer this Agreement in whole or in part to any Das Tech Affiliate or to any third party as part of a change in ownership of Das Tech or a bona fide reconstruction, merger or takeover of Das Tech, without the Advertiser's consent.
    
    10.6. No Third Party Benefit
    
    10.6.1. The Advertiser acknowledges that Das Tech has entered into this Agreement for its own benefit and for the benefit of any of the Das Tech Affiliates providing the Property Advertisement Services under this Agreement above and this Agreement is intended to be enforceable by such of those Das Tech Affiliates by virtue of the Contract (Rights of Third Parties) Act 1999.
    
    10.6.2. Subject to Clause 10.6.1 above, a person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is a available apart from that Act.
    
    10.6.3. Notwithstanding Clause 10.6.1 above, Das Tech and the Advertiser may agree to rescind or vary this Agreement without the consent of the applicable Das Tech Affiliates.
    
    10.7. At the time of Acceptance, the individual clicking on the "Accept" button represents that he/she is duly authorised to enter into this Agreement.
    
    10.8. Save as otherwise set out above, any notice required to be given under this Agreement will be in writing and will be sent to the Company Secretary of Das Tech at the registered office address set out at the beginning of this Agreement or to the duly authorised representative of the Advertiser identified pursuant to Clause 10.7 above or the Company Secretary of the Adviser if the Adviser is a company, as applicable. Any such notice may be delivered personally, by first class pre-paid letter, or by e-mail and such notice will be deemed to have been received: (1) if delivered personally - at the time of delivery; (2) if by first class post - 48 hours after the date of mailing; or if by e-mail - at the time of receipt of the e-mail by the Advertiser.
    
    10.9. This Agreement is governed by the laws of Nigeria, and subject to the exclusive jurisdiction of the Courts of Nigeria.