Terms and Conditions

Recitals

WHEREAS, Giddaa operates an online platform that enables individuals and entities to discover, evaluate, finance, and acquire residential and other real property in Nigeria, and to access related products including a digital wallet, payment plans, rent-to-own, help-to-own, mortgage facilitation, and professional agent support;

WHEREAS, Giddaa acts as an intermediary and technology facilitator that connects Users with property owners, developers, sellers, real estate agents, mortgage and financing partners, and licensed payment and wallet providers, and does not itself own, develop, sell, manage, or guarantee the properties listed on the Platform, nor does it provide banking or lending services of its own;

WHEREAS, Giddaa trains and equips a network of independent real estate agents to raise the standard of service in the Nigerian housing market, but such agents are independent third parties and are not employees, partners, or legal agents of Giddaa for the purpose of binding Giddaa, except as expressly stated in this Agreement;

WHEREAS, by accessing and using the Platform, you agree to be bound by this Agreement, which governs your registration, your browsing and transaction activity, your use of the Wallet and other financial features, and any dealings you conduct through or facilitated by the Platform;

NOW, THEREFORE, this Agreement sets out the legally binding obligations, rights, and responsibilities of Giddaa and the Users with respect to the use of the Platform and the Services provided herein.

Definitions

For the purposes of this Agreement, the following terms shall have the meanings ascribed to them below:

1. “Giddaa” – Giddaa Housing Limited, a subsidiary of Giddaa Inc., providing the Platform and the Services described in this Agreement.
2. “Platform” – Giddaa's website, mobile and web applications, dashboards, application programming interfaces, and any tools or systems used to access, interact with, list, finance, pay for, or transact in properties through Giddaa.
3. “Services” – All services made available through the Platform, including property discovery and listing display, transaction facilitation, the Agent network, mortgage and financing facilitation, the Wallet, payment processing (through Payment Partners), advisory information, and related features.
4. “User”, “Customer”, or “you” – Any individual or entity that accesses or uses the Platform to discover, evaluate, finance, pay for, or acquire property, or to use any other feature of the Platform.
5. “Property” or “Listing” – Any real property, unit, plot, or development advertised, displayed, or made available for sale, lease, rent-to-own, help-to-own, or other acquisition through the Platform.
6. “Seller”, “Property Owner”, or “Developer” – Any individual or entity that owns, develops, manages, or offers a Property for sale or other acquisition through the Platform.
7. “Agent” – An independent real estate professional who has been onboarded, trained, certified, and/or equipped through Giddaa's agent programmes (including, without limitation, SupaAgent) and who uses the Platform to assist Users in discovering and acquiring property. An Agent is an independent contractor and third party, and is not an employee, servant, partner, or general legal agent of Giddaa, except to the limited extent expressly stated in this Agreement.
8. “Purchase Plan” – The method by which a User acquires a Property, including outright purchase, payment plan, rent-to-own, help-to-own, mortgage, or any other plan offered or facilitated through the Platform from time to time.
9. “Wallet” – The digital wallet or account feature made available to Users through the Platform for the purpose of funding, holding balances, and effecting payments in connection with the Services, which is operated and held by a licensed Payment Partner and not by Giddaa.
10. “Payment Partner” or “Wallet Provider” – A duly licensed third-party financial technology provider, payment service provider, and/or partner bank (including, without limitation, our wallet infrastructure provider and its partner banks) through which Wallet, collection, settlement, and payment services are provided. The Wallet Provider's own terms, charges, and acceptance policies apply to those services and are incorporated into this Agreement by reference.
11. “Financing Partner” or “Mortgage Provider” – Any bank, mortgage bank, cooperative, fund, or other licensed institution through which Giddaa facilitates mortgage, loan, or other financing for the acquisition of a Property. Giddaa is not a Financing Partner and is not the lender.
12. “Transaction” – Any exchange, contract, payment, or arrangement relating to the discovery, financing, payment for, lease, or acquisition of a Property through or facilitated by the Platform.
13. “Charges” – Fees, commissions, service charges, processing fees, and other amounts payable in connection with the Services, including amounts charged by Payment Partners and Financing Partners, which are aligned with the policies of those partners.
14. “Due Diligence” – The process of independent investigation and verification of a Property, Seller, Agent, title, or Transaction.
15. “Applicable Law” – All laws, regulations, guidelines, and directives in force in the Federal Republic of Nigeria that apply to the Services, including those issued by the Central Bank of Nigeria (“CBN”), the Corporate Affairs Commission, the Federal Competition and Consumer Protection Commission, and the Nigeria Data Protection Commission.
16. “Intellectual Property” – All trademarks, copyrights, patents, designs, trade secrets, logos, software, databases, content, and other proprietary materials owned by or licensed to Giddaa and used on the Platform.
17. “Third Party” – Any person or entity that is not Giddaa or you, including Sellers, Developers, Agents, Payment Partners, Financing Partners, banks, and other external service providers.

1. Eligibility

To use the Services, you must:

• Be at least 18 years of age;
• Have the legal capacity to enter into a binding contract under Applicable Law;
• Use the Services only for lawful purposes and in compliance with all Applicable Law; and
• Not have been previously suspended or banned from the Platform for breach of this Agreement.

By accepting this Agreement, you represent and warrant that you meet these eligibility requirements. Where you use the Platform on behalf of an entity, you represent that you are authorised to bind that entity to this Agreement.

2. Acceptance of Terms

By creating an account, ticking an acceptance box, clicking “I agree”, funding a Wallet, submitting an application, or otherwise accessing or using the Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement, our Privacy Policy, and (where you use the Wallet or make payments) the terms, charges, and acceptance policies of the relevant Payment Partner. These documents together form the entire agreement between you and Giddaa in respect of the Services.

3. Accounts and Registration

To access certain features, you must create an account and provide accurate information, which may include your name, email address, phone number, date of birth, identification details, and, where required for financial features, additional “Know Your Customer” (“KYC”) information required by our Payment Partners or Financing Partners under Applicable Law.

• Accuracy: You agree that all information you provide is and will remain accurate, current, and complete. We, our Payment Partners, or our Financing Partners may refuse, suspend, or terminate access where information is found to be false, incomplete, outdated, or misleading.
• Account security: You are solely responsible for maintaining the confidentiality of your login credentials and for all activity under your account. You must notify us promptly of any unauthorised use.
• Account sharing: Your account is personal to you. You may not share it or permit others to use it, unless you have entered into a separate commercial or agency agreement with Giddaa.

4. Scope of Giddaa's Services

Giddaa operates an online marketplace and technology layer that connects Users with Properties, Sellers, Developers, Agents, Payment Partners, and Financing Partners. Specifically:

• Giddaa displays Listings supplied or verified through the Platform and provides tools to search, compare, and evaluate them.
• Giddaa facilitates Transactions between Users and Sellers, and facilitates introductions and applications to Financing Partners, but is not a party to the sale, lease, financing, or title transfer of any Property unless expressly stated in a separate signed agreement.
• Giddaa provides access to a Wallet and payment features that are operated by licensed Payment Partners.
• Giddaa trains and equips Agents to support Users, while those Agents remain independent third parties as described in clause 5.

Giddaa does not own, develop, build, sell, value, insure, or guarantee any Property, and does not provide banking, deposit, or lending services. Giddaa is a facilitator and technology provider and is not responsible for the acts or omissions of any Seller, Developer, Agent, Payment Partner, Financing Partner, or other Third Party, except as expressly stated in this Agreement.

5. Agents (Trained but Independent Third Parties)

Giddaa invests in raising the standard of professionalism in the Nigerian housing market by recruiting, training, certifying, and equipping Agents. However, you acknowledge and agree that:

• Independent status: Agents are independent contractors and independent third parties. They are not employees, staff, servants, partners, or joint venturers of Giddaa, and nothing in an Agent's training, certification, or use of the Platform creates an employment, partnership, or general principal–agent relationship between the Agent and Giddaa.
• No authority to bind Giddaa: No Agent has actual, ostensible, or apparent authority to make commitments, give warranties, accept funds on Giddaa's behalf, vary this Agreement, or otherwise bind Giddaa, except where Giddaa has expressly authorised the act in writing. You should not rely on any representation, promise, guarantee, or assurance made by an Agent unless it is confirmed by Giddaa in writing or reflected on the Platform.
• Limited control: Although Giddaa sets standards, provides training, and may monitor conduct on the Platform, Giddaa does not control an Agent's day-to-day activities, off-platform conduct, communications, or private dealings, and cannot guarantee any Agent's performance, integrity, availability, or results.
• Training is not a warranty: Certification, badging, ratings, or training of an Agent reflect participation in Giddaa's programmes and do not constitute a warranty or guarantee of the Agent's conduct, advice, honesty, or the outcome of any Transaction.
• Off-platform and side dealings: Giddaa is not responsible for, and you transact at your own risk in respect of, any payment, agreement, side arrangement, or instruction made directly with or to an Agent outside the Platform's official channels. You should make all payments through the Platform's approved channels and obtain official receipts. Requests to pay an Agent's personal account, to bypass the Platform, or to keep dealings “off the record” should be treated as red flags and reported to Giddaa.
• Due diligence and reporting: You are responsible for conducting your own Due Diligence and should report any suspected misconduct, misrepresentation, or fraud by an Agent to Giddaa promptly at the contact details in clause 22. Giddaa reserves the right to investigate, suspend, de-certify, or remove any Agent, but assumes no liability for failing to detect or prevent Agent misconduct that is beyond its reasonable control.

6. Listings, Availability, and “Sold Out” Properties

• Dynamic inventory: Listings reflect information supplied by Sellers, Developers, or Agents and are subject to constant change. A Property displayed on the Platform may be sold, reserved, withdrawn, re-priced, or made otherwise unavailable at any time, without prior notice.
• No guarantee of availability: Giddaa does not warrant that any Property shown on the Platform is currently available, that the stated price, terms, or specifications are current, or that a Transaction can be completed. Availability is generally allocated on a first-completed basis, subject to the Seller's or Developer's own rules.
• Sold out / out of stock: Where a Property, unit type, estate, or Purchase Plan is fully subscribed or “sold out,” Giddaa is not obliged to make it available to you and is not liable for your inability to acquire it. Where you have funded a Wallet or made a payment toward a Property that becomes unavailable before your Transaction is completed, any refund is governed by clause 9 and by the policies of the relevant Seller, Developer, Financing Partner, or Payment Partner.
• Off-plan and pre-construction risk: Some Properties are sold off-plan or under construction. Such acquisitions carry inherent risks (including delivery timelines and specification variances) that rest with the Seller or Developer. Giddaa does not guarantee completion, delivery dates, or final specifications.
• Errors: While Giddaa takes reasonable steps to verify Listings, it does not warrant that descriptions, images, measurements, pricing, or titles are accurate or error-free, and you should independently verify all material facts before transacting.

7. Wallet and Payment Services

To support Transactions, the Platform offers a Wallet and payment features. You acknowledge and agree as follows:

• Provided by licensed Payment Partners: The Wallet and payment, collection, and settlement services are provided by one or more duly licensed Payment Partners and their partner banks, and not by Giddaa. Funds held in a Wallet are held by the Payment Partner and/or its partner bank, not by Giddaa. Giddaa is not a bank and does not hold, control, or insure your funds.
• Incorporation of Payment Partner terms: Your use of the Wallet is additionally governed by the terms, conditions, acceptance policies, transaction limits, KYC requirements, dormancy rules, and charges of the relevant Payment Partner, which are incorporated into this Agreement by reference. Where there is a conflict between this Agreement and the Payment Partner's terms in respect of the operation of the Wallet itself, the Payment Partner's terms govern that subject matter. By funding or using a Wallet, you agree to those terms.
• Acceptance and charges aligned with the Payment Partner: Whether a deposit, transfer, payout, or other transaction is accepted, processed, delayed, held, reversed, or declined is determined by the Payment Partner in accordance with its policies and Applicable Law. Charges applicable to Wallet funding, transfers, payouts, and other transactions are set by, and aligned with, the Payment Partner, and may be deducted from your Wallet balance or transaction amount. Giddaa may also apply its own service Charges as disclosed on the Platform.
• No interest; not deposit insurance from Giddaa: Unless expressly stated by the Payment Partner, Wallet balances do not earn interest, and Giddaa makes no representation that any balance is insured or guaranteed by Giddaa.
• KYC, AML, and regulatory holds: You agree to provide and keep current all information required by the Payment Partner for KYC, anti-money-laundering, counter-terrorist-financing, and sanctions screening under Applicable Law (including the Money Laundering (Prevention and Prohibition) Act 2022 and CBN directives). The Payment Partner may freeze, restrict, delay, reverse, or report transactions, or close a Wallet, where required by Applicable Law, by a regulator or law-enforcement agency, or where fraud or other criminal activity is reasonably suspected. Giddaa is not liable for any such action taken by a Payment Partner, partner bank, or authority.
• Accuracy of payment instructions: You are solely responsible for the accuracy of payment details and instructions you provide. You accept liability for losses arising from inaccurate, incomplete, or fraudulent information you supply for any payment.
• Limitation specific to the Wallet: To the maximum extent permitted by Applicable Law, Giddaa shall not be liable for any loss, delay, failure, freeze, reversal, downtime, interruption, error, or unavailability of the Wallet or payment services that is caused by a Payment Partner, partner bank, network, processor, regulator, or other matter beyond Giddaa's reasonable control. Your remedy in respect of such matters lies, where applicable, against the relevant Payment Partner or bank under its terms.

8. Financing and Mortgage Facilitation

• Facilitation only: Where you pursue a mortgage, loan, payment plan, rent-to-own, help-to-own, or other financing, Giddaa facilitates discovery of options and the submission of your application to one or more Financing Partners. Giddaa is not the lender or financier and is not a party to any credit agreement between you and a Financing Partner.
• No guarantee of approval or terms: Eligibility, approval, pricing, interest, tenor, collateral, and all other terms are determined solely by the Financing Partner in its discretion and in accordance with Applicable Law. Giddaa does not guarantee approval, timelines, or any particular financing outcome.
• Not financial or investment advice: Information on the Platform regarding Purchase Plans and financing is provided for general informational purposes only and does not constitute financial, investment, tax, or legal advice. You should obtain independent professional advice before committing to any financing or Transaction.

9. Fees, Charges, and Refunds

• Charges: Giddaa may charge service fees, commissions, or processing fees for the Services, as disclosed on the Platform from time to time. Charges levied by Payment Partners and Financing Partners are set by those partners and are aligned with their policies. We may revise our Charges from time to time, with such changes effective upon posting on the Platform.
• Taxes: You are responsible for any taxes, levies, or duties applicable to your Transactions, save for taxes on Giddaa's own income. Where Giddaa is required by Applicable Law to collect or remit a tax, that amount may be added to your Charges.
• Refunds: Refunds in respect of a Property are governed by the policy of the relevant Seller, Developer, or Financing Partner and the applicable Purchase Plan. Refunds in respect of Wallet transactions are governed by the Payment Partner's policy. Giddaa does not control or guarantee the existence, amount, or timing of any such refund, and refund requests relating to a Property or a Wallet transaction must be directed to the relevant Third Party. Giddaa's own non-refundable service fees, where applicable, will be identified at the point of payment.

10. Due Diligence and Advisory

Giddaa takes reasonable steps to verify Listings and Agents on the Platform, but does not guarantee the accuracy, legality, title, condition, or suitability of any Property or the reliability of any Seller, Developer, or Agent. You are strongly advised to conduct, or to engage qualified professionals (including legal practitioners and surveyors) to conduct, independent Due Diligence — including title verification, physical inspection, and confirmation of regulatory approvals — before entering into any Transaction.

11. User Representations and Warranties

You represent and warrant that:

1. the information you provide is true, accurate, and complete;
2. you have the legal capacity and authority to use the Services and enter into Transactions;
3. you will use the Platform only for lawful purposes;
4. the funds you use are lawfully sourced and not connected with any criminal activity; and
5. your use of the Services will not breach Applicable Law or the rights of any Third Party.

12. Prohibited Uses

By using the Platform, you agree not to:

• Engage in any unlawful activity, fraud, money laundering, or any activity that harms Giddaa, Users, Sellers, Agents, Partners, or Third Parties;
• Circumvent the Platform to make or solicit off-platform payments in a manner designed to evade Charges, records, or protections;
• Distribute spam, malware, viruses, or harmful content, or interfere with, probe, or compromise the integrity or security of the Platform;
• Reverse engineer, scrape, copy, resell, or exploit the Platform, its data, or its content except as expressly permitted;
• Impersonate any person or entity or misrepresent your affiliation; or
• Use the Services for the benefit of any person, entity, or country subject to applicable sanctions.

13. Intellectual Property

All content, trademarks, logos, software, databases, and other Intellectual Property on the Platform are owned by or licensed to Giddaa. You are granted a limited, revocable, non-exclusive, non-transferable licence to access and use the Platform for its intended purpose. You may not use, reproduce, distribute, modify, or create derivative works from any Platform content without our prior written consent.

14. Data Protection and Privacy

Giddaa processes personal data in accordance with the Nigeria Data Protection Act 2023, the directives of the Nigeria Data Protection Commission (including the General Application and Implementation Directive), and our Privacy Policy, which is incorporated into this Agreement by reference. Certain personal and KYC data is shared with Payment Partners and Financing Partners as necessary to provide the Services, and those partners process such data as independent or joint controllers under their own policies. We employ industry-standard safeguards, but, to the extent permitted by Applicable Law, we are not liable for breaches or cyberattacks that occur outside our reasonable control.

15. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOUR USE IS AT YOUR OWN RISK. GIDDAA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. GIDDAA DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT LISTINGS OR INFORMATION WILL BE ACCURATE OR CURRENT, OR THAT ANY PROPERTY, AGENT, PAYMENT PARTNER, OR FINANCING PARTNER WILL MEET YOUR EXPECTATIONS. WE OCCASIONALLY CONDUCT MAINTENANCE AND MAY EXPERIENCE DELAYS OR INTERRUPTIONS THAT ARE OUTSIDE OUR CONTROL, AND WE ARE NOT LIABLE FOR LOSS ARISING FROM SUCH EVENTS.

16. Limitation of Liability

• No liability for Third Parties: Giddaa is not liable for the acts, omissions, defaults, misrepresentations, negligence, or misconduct of any Seller, Developer, Agent, Payment Partner, Financing Partner, bank, or other Third Party, or for any incident, defect, loss, or dispute relating to a Property or a Transaction to which Giddaa is not a direct party.
• No liability for financial services beyond our control: Without limiting clause 7, Giddaa is not liable for any loss, delay, freeze, reversal, downtime, or failure of any Wallet, payment, settlement, or financing service caused by a Payment Partner, Financing Partner, bank, network, regulator, or other matter beyond Giddaa's reasonable control.
• Exclusion of indirect loss: To the maximum extent permitted by Applicable Law, Giddaa and its directors, officers, employees, and affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profit, revenue, data, goodwill, or opportunity, arising out of or in connection with your use of, or inability to use, the Platform or Services.
• Cap on liability: To the maximum extent permitted by Applicable Law, Giddaa's total aggregate liability arising out of or in connection with this Agreement shall not exceed the total Charges actually received by Giddaa from you for the specific Service giving rise to the claim in the three (3) months immediately preceding the event giving rise to the claim.
• Your costs of access: You are responsible for all data, internet, and device costs incurred in accessing the Platform.
• Non-excludable rights: Nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited under Applicable Law, including under the Federal Competition and Consumer Protection Act 2018.

17. Indemnification

You agree to indemnify, defend, and hold harmless Giddaa, its officers, directors, employees, and affiliates from and against any claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

1. your use of the Platform;
2. your breach of this Agreement;
3. your violation of Applicable Law or the rights of any Third Party;
4. any inaccurate information or payment instruction you provide; or
5. any dispute between you and a Seller, Developer, Agent, Payment Partner, or Financing Partner.

18. Suspension and Termination

You may stop using the Services at any time. Giddaa may suspend or terminate your access, with or without notice, where we reasonably believe you have breached this Agreement or Applicable Law, where required by a Partner or regulator, or to protect the Platform or its Users. Termination does not relieve you of obligations accrued before termination, including the obligation to complete pending Transactions and to pay outstanding Charges. Clauses that by their nature should survive termination (including Definitions, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, Governing Law, and Dispute Resolution) shall survive.

19. Force Majeure

Giddaa shall not be liable for any failure or delay in performance caused, directly or indirectly, by events beyond its reasonable control, including fire, flood, earthquake, acts of nature, war, civil disturbance, terrorism, sabotage, strikes, epidemic or pandemic, failure of telecommunications, power, internet, or banking infrastructure, regulatory action, or acts of any Third Party (a “Force Majeure Event”). During a Force Majeure Event, Giddaa's affected obligations are suspended for the duration of the event.

20. Governing Law and Dispute Resolution

• Governing law: This Agreement is governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
• Amicable resolution: The parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement amicably through good-faith negotiation.
• Mediation and arbitration: Where a dispute is not resolved by negotiation within thirty (30) days, it shall be referred to mediation and, failing settlement, to final and binding arbitration in accordance with the Arbitration and Mediation Act 2023. The seat of arbitration shall be Abuja (or Lagos, as the parties may agree), the proceedings shall be conducted in the English language, and the tribunal shall consist of a sole arbitrator appointed by agreement of the parties or, failing agreement, in accordance with the Act.
• Court proceedings: Nothing in this clause prevents either party from seeking urgent interim or injunctive relief from a court of competent jurisdiction in Nigeria, or from enforcing an arbitral award.

21. General Provisions

• Amendment: Giddaa may modify this Agreement at any time. Changes are effective upon posting on the Platform, and the “Last updated” date will be revised accordingly. Your continued use of the Platform after changes are posted constitutes acceptance. We will use reasonable efforts to notify you of material changes.
• Severability: If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.
• No waiver: Our failure to enforce any right or provision is not a waiver of that right or provision.
• Assignment: You may not assign your rights or obligations under this Agreement without our prior written consent. Giddaa may assign this Agreement to an affiliate or successor.
• Entire agreement: This Agreement, together with the Privacy Policy and the incorporated Payment Partner terms, constitutes the entire agreement between you and Giddaa regarding the Services and supersedes all prior agreements on the subject matter.
• Relationship of the parties: Nothing in this Agreement creates a partnership, joint venture, employment, or general agency relationship between you and Giddaa, or between Giddaa and any Agent or Partner, except as expressly stated.
• Electronic communications: You consent to receive notices and communications electronically, including through the Platform, your dashboard, or the email or phone number associated with your account, and you agree that electronic delivery has the same legal effect as a physical copy.

22. Contact Us

If you have questions or concerns about this Agreement or need assistance, please contact us at: