TERMS AND CONDITIONS OF BUSINESS

1. PREAMBLE AND LEGAL EFFECT

These Terms and Conditions of Business ("Terms") constitute a legally binding agreement between House Number Five Ltd, a company incorporated under the laws of the Federal Republic of Nigeria ("the Company", "we", "us", or "our"), and any client, customer, purchaser, investor, subscriber, allottee, tenant, or contracting party ("the Client", "you", or "your").

By engaging the Company, executing any agreement, making any payment, subscribing to any project, accessing Company materials, or otherwise dealing with the Company, the Client irrevocably agrees to be bound by these Terms.

These Terms are intended to operate to the fullest extent permitted under Nigerian law and shall prevail over any contrary terms proposed by the Client unless expressly agreed in writing by the Company.

2. GOVERNING LAW AND JURISDICTION

These Terms shall be governed by and construed exclusively in accordance with the laws of the Federal Republic of Nigeria, including Nigerian statutes, common law, equitable principles, and applicable regulations.

The courts of Nigeria shall have exclusive jurisdiction over any dispute arising out of or in connection with these Terms, without prejudice to the Company's right to seek injunctive or equitable relief.

3. SCOPE OF SERVICES

The Company operates in real estate development, construction, premium housing, smart city development, property design, interior works, infrastructure delivery, property sales, leasing, advisory services, and allied services.

Descriptions, brochures, plans, models, illustrations, specifications, timelines, and marketing materials are indicative only and shall not constitute warranties or representations unless expressly incorporated into a written agreement executed by the Company.

The Company reserves the right to modify, substitute, redesign, or vary project specifications, layouts, materials, designs, amenities, and timelines as required by technical, regulatory, commercial, or operational considerations.

4. NO PARTNERSHIP OR AGENCY

Nothing in these Terms or any transaction shall be construed as creating:

• A partnership;
• A joint venture;
• An agency relationship; or
• A fiduciary relationship

between the Company and the Client. The relationship is strictly contractual.

5. CLIENT OBLIGATIONS

The Client undertakes to:

• Provide accurate, complete, and truthful information;
• Comply with all payment schedules and contractual obligations;
• Obtain all necessary approvals and consents where required;
• Refrain from any act that may delay, disrupt, or prejudice project execution;
• Act in good faith and in accordance with Nigerian law.

6. PAYMENTS, FEES, AND REFUNDS

All payments made to the Company are strictly non-refundable, except where the Company expressly agrees otherwise in writing.

The Company may:

• Suspend or terminate services for payment default;
• Impose interest, penalties, or administrative charges;
• Apply payments to outstanding obligations at its discretion.

Failure to make payment shall constitute a fundamental breach.

7. DELAYS AND FORCE MAJEURE

The Company shall not be liable for delays arising from events beyond its reasonable control, including but not limited to:

• Acts of God;
• Government actions or regulatory delays;
• Labour disputes;
• Supply chain disruptions;
• Acts of war, terrorism, or civil unrest;
• Pandemics or public health emergencies.

Project timelines are estimates only and not guarantees.

8. LIMITATION OF LIABILITY

To the maximum extent permitted by Nigerian law:

• The Company shall not be liable for indirect, consequential, incidental, or punitive damages;
• Total liability shall not exceed the amount actually paid by the Client for the specific service giving rise to the claim;
• No claim shall arise from reliance on representations not expressly set out in a written contract.

9. DISCLAIMER OF WARRANTIES

All services and deliverables are provided on an "as is" and "as available" basis.

The Company disclaims all implied warranties, including warranties of merchantability, fitness for purpose, and suitability, to the extent permitted by law.

10. INTELLECTUAL PROPERTY

All designs, drawings, plans, renderings, concepts, trademarks, branding, documentation, and materials remain the exclusive intellectual property of the Company.

No licence or ownership interest is transferred unless expressly agreed in writing.

11. CONFIDENTIALITY

All non-public information disclosed by the Company is confidential.

Clients shall not disclose or misuse confidential information during or after the relationship.

12. TERMINATION

The Company may terminate any engagement:

• For breach;
• For non-payment;
• For regulatory or compliance reasons;
• At its discretion where permitted by law.

Termination shall be without prejudice to accrued rights.

13. INDEMNITY

The Client agrees to fully indemnify and hold harmless the Company, its directors, officers, employees, and agents against all losses, claims, liabilities, damages, costs, and expenses arising from:

• Client breach;
• Misuse of Company materials;
• Third-party claims attributable to the Client;
• Regulatory non-compliance by the Client.

14. DISPUTE RESOLUTION

The Company may elect to resolve disputes through:

• Litigation; or
• Arbitration in Nigeria under applicable arbitration laws.

The choice of forum rests solely with the Company.

15. SEVERABILITY

If any provision is held invalid, the remaining provisions shall remain enforceable.

16. WAIVER

Failure to enforce any provision shall not constitute a waiver.

17. AMENDMENT

The Company reserves the right to amend these Terms at any time. Continued engagement constitutes acceptance.

18. ENTIRE AGREEMENT

These Terms constitute the entire agreement between the parties, superseding all prior understandings, representations, or agreements.