POLE LAND MANAGEMENT SYSTEM’S TERMS OF USE
Table of contents
POLE LAND MANAGEMENT SYSTEM (PLMS)
TERMS OF USE
Effective Date: 1st June, 2026
IMPORTANT NOTICE
PLEASE READ THESE TERMS OF USE CAREFULLY.
THESE TERMS OF USE CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN Pole Land Management Systems Limited (RC 9376052) ("POLE", "COMPANY", "WE", "US", OR "OUR") AND ANY PERSON OR ENTITY ACCESSING, USING, SUBSCRIBING TO, REGISTERING FOR, OR OTHERWISE INTERACTING WITH THE POLE LAND MANAGEMENT SYSTEM ("PLMS", "PLATFORM", OR "SERVICES").
BY ACCESSING OR USING THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, ACCEPTED, AND AGREED TO BE BOUND BY THESE TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL ACCESS TO AND USE OF THE PLATFORM.
THE PLATFORM IS INTENDED FOR BUSINESS, COMMERCIAL, GOVERNMENTAL, ADMINISTRATIVE, ESTATE MANAGEMENT, PROPERTY MANAGEMENT, LAND DEVELOPMENT, LAND ALLOCATION, LAND REGISTRATION SUPPORT, AND LAND ADMINISTRATION PURPOSES.
TABLE OF CONTENTS
Definitions
Acceptance of Terms
Eligibility
Description of Services
Nature of the Platform
License Grant
License Restrictions
User Accounts
Administrator Responsibilities
Authorized Users
Land Data Management
Geospatial Data
Survey Information
Ownership Information
Fraud Detection Services
Payment Monitoring Services
Revenue Leakage Monitoring
Audit Logs
User Content
Intellectual Property
Confidential Information
Privacy and Data Protection
Cybersecurity
Acceptable Use
Artificial Intelligence Features
Third-Party Integrations
Platform Availability
Maintenance and Updates
Suspension Rights
Termination
Disclaimers
Limitation of Liability
Indemnification
Force Majeure
Electronic Records
Electronic Signatures
Governing Law
Dispute Resolution
Miscellaneous
Survival
1. DEFINITIONS
For purposes of these Terms, the following expressions shall have the meanings assigned to them below:
"Account"
Means a registered profile created for the purpose of accessing and using the Platform.
"Administrator"
Means an individual designated by an Organization to manage users, permissions, land records, and system settings within the Platform.
"Affiliate"
Means any entity directly or indirectly controlling, controlled by, or under common control with a party.
"Authorized User"
Means any employee, contractor, consultant, representative, officer, director, agent, or individual permitted by a User to access the Platform.
"Company Data"
Means all data generated, developed, derived, aggregated, analyzed, processed, created, compiled, or produced by the Company through operation of the Platform.
"Confidential Information"
Means all non-public information disclosed by either party including:
business information
source code
algorithms
software architecture
technical documentation
customer records
security procedures
commercial information
financial information
proprietary methods
whether disclosed orally, electronically, visually, or in writing.
"Fraud Alert"
Means any alert, flag, recommendation, warning, notification, risk score, or anomaly report generated by the Platform indicating possible irregularities or suspicious activities.
"Government Records"
Means records maintained by governmental authorities including but not limited to:
land registries
cadastral systems
survey authorities
planning authorities
title registries
"Land Data"
Means all information uploaded, stored, processed, generated, transmitted, or displayed through the Platform including:
parcel information
coordinates
ownership records
title records
maps
survey plans
allocation records
payment records
land-use records
transaction records
"Platform"
Means the Pole Land Management System including:
software
websites
mobile applications
APIs
databases
dashboards
reports
analytics engines
fraud detection systems
geospatial tools
and all associated services.
"Services"
Means all products, functionalities, features, modules, integrations, software, reports, analytics, monitoring systems, and related services offered through the Platform.
"User"
Means any individual or entity using the Platform.
"User Content"
Means all information uploaded by Users.
2. ACCEPTANCE OF TERMS
By accessing the Platform, the User:
- (a)acknowledges having read these Terms;
- (b)agrees to be legally bound by these Terms;
- (c)warrants that all information supplied is accurate;
- (d)represents that they possess authority to enter into these Terms;
- (e)agrees to comply with all applicable laws.
The Company reserves the right to refuse access to any person at its sole discretion.
3. ELIGIBILITY
The Platform may only be used by:
individuals at least eighteen (18) years old;
duly incorporated companies;
governmental bodies;
estate management companies;
property developers;
cooperatives;
authorized land administrators; and
legally recognized entities.
Users represent and warrant that they possess full legal capacity to enter into binding agreements.
4. DESCRIPTION OF SERVICES
PLMS provides a digital infrastructure designed to facilitate land administration and monitoring activities.
The Platform may include functionality relating to:
Estate mapping and visualization
Plot management
Coordinate conversion and rendering
Reservation workflows
Plot allocation management
Client portal access
Financial management tools
User and staff administration
Registry management
Reporting and analytics
Audit logs
Document management
Enterprise integrations
The Company reserves the right to add, remove, modify, suspend, discontinue, replace, or redesign any Service at any time.
5. NATURE OF THE PLATFORM
The User expressly acknowledges and agrees that the Platform is solely an administrative and information management tool.
The Platform does not constitute:
- (a)a land registry;
- (b)a governmental authority;
- (c)a title registration office;
- (d)a court of law;
- (e)a surveying firm;
- (f)a legal practice;
- (g)an engineering consultancy;
- (h)a valuation firm;
- (i)a title insurance company;
- (j)a financial institution.
No information generated by the Platform shall constitute proof of ownership, title, legal rights, beneficial interests, or proprietary interests in any land.
The Platform merely processes and presents information supplied by Users and connected systems.
The Company makes no representation that any record contained within the Platform reflects legal reality or governmental recognition.
6. LICENSE GRANT
Subject to continued compliance with these Terms, the Company grants the User a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable licence to access and use the Platform.
The licence granted under this Agreement:
does not transfer ownership;
does not transfer intellectual property;
does not create tenancy rights;
does not create partnership rights;
does not create agency rights.
The licence is granted solely for internal business purposes.
The User acquires no ownership rights whatsoever in the Platform.
7. LICENSE RESTRICTIONS
The User shall not directly or indirectly:
- (a)reverse engineer the Platform;
- (b)decompile the Platform;
- (c)disassemble the Platform;
- (d)decode source code;
- (e)create derivative works;
- (f)reproduce the Platform;
- (g)copy substantial portions of the Platform;
- (h)sell access;
- (i)lease access;
- (j)rent access;
- (k)sublicense access;
- (l)assign access rights;
- (m)circumvent security controls;
- (n)interfere with system functionality;
- (o)access unauthorized areas;
- (p)scrape data;
- (q)create competing products;
- (r)use the Platform for benchmarking;
- (s)extract business logic;
- (t)train competing AI systems using Platform outputs.
Any violation of this section constitutes a material breach and allows Pole to terminate your access to our services and platform.
8. USER ACCOUNTS
The User shall provide complete, accurate, and current information during registration.
The Company may require:
identity verification
corporate verification
KYC documentation
proof of authority
land ownership evidence
The Company may reject registrations without providing reasons.
9. ADMINISTRATOR RESPONSIBILITIES
The User acknowledges that Administrators exercise significant control over the Platform and may create, modify, approve, allocate, subdivide, transfer, archive, delete, or otherwise manage records within the Platform.
Accordingly, each User agrees that:
- (a)Administrators shall be solely responsible for granting and revoking access rights;
- (b)Administrators shall maintain appropriate internal controls regarding access privileges;
- (c)Administrators shall ensure that only authorized persons are granted access to the Platform;
- (d)Administrators shall maintain secure authentication credentials;
- (e)Administrators shall periodically review permissions and user access rights;
- (f)Administrators shall promptly disable access for former employees, contractors, consultants, agents, or representatives.
The Company shall not be liable for any loss, damage, fraud, unauthorized transaction, ownership dispute, allocation dispute, financial discrepancy, data manipulation, or unauthorized activity resulting from actions performed using Administrator credentials or use of this web application.
The Company shall be entitled to conclusively rely upon all instructions originating from an Administrator account and shall have no duty to investigate the authenticity, authority, or propriety of such instructions.
Any action performed through an Administrator account shall be deemed authorized by the User.
Notwithstanding the foregoing, the deemed authorization under this Section shall not apply where:
- (a)the Administrator acted fraudulently, dishonestly, or in bad faith for their own personal benefit or the benefit of a third party adverse to the User;
- (b)the Administrator acted in clear and demonstrable excess of the authority expressly granted to them by the User;
- (c)the Company had actual written notice, prior to the action being taken, that the Administrator's authority had been revoked or restricted; or
- (d)the action was taken in furtherance of a criminal enterprise involving collusion between the Administrator and a third party, as established by a competent court or arbitral tribunal.
For the avoidance of doubt, the User bears the burden of establishing that one of the above exceptions applies. The Company shall not be required to investigate the authority, intent, or motivation of any Administrator prior to acting upon their instructions, except where the Company has received prior written notice of a restriction under sub-clause (c) above.
10. AUTHORIZED USERS
The User shall be responsible for all activities undertaken by its Authorized Users.
The User represents and warrants that:
- (a)all Authorized Users shall comply with these Terms;
- (b)all Authorized Users possess appropriate authority and qualifications;
- (c)all Authorized Users shall use the Platform only for lawful purposes;
- (d)all Authorized Users shall maintain confidentiality of credentials.
The User shall remain fully liable for all acts, omissions, negligence, misconduct, breaches, and violations committed by Authorized Users.
No act or omission of an Authorized User shall relieve the User of liability under these Terms.
11. LAND DATA MANAGEMENT
The Platform relies extensively upon Land Data supplied by Users, third parties, governmental authorities, surveyors, consultants, developers, estate managers, and other sources.
The User acknowledges and agrees that the Company does not originate, create, certify, validate, guarantee, or independently verify Land Data.
The User shall be solely responsible for:
- (a)accuracy of uploaded records;
- (b)completeness of uploaded records;
- (c)authenticity of uploaded records;
- (d)legality of uploaded records;
- (e)maintenance of records;
- (f)correction of inaccurate records;
- (g)updating obsolete records.
The User warrants that all Land Data uploaded to the Platform:
- (i)is accurate;
- (ii)is lawful;
- (iii)does not infringe third-party rights;
- (iv)has been lawfully obtained;
- (v)may legally be processed by the Platform.
The Company reserves the right to suspend or remove any Land Data suspected of being inaccurate, fraudulent, unlawful, misleading, forged, incomplete, or otherwise problematic.
Nothing contained within the Platform shall constitute a legal determination of land ownership, title, possession, or beneficial interest.
12. GEOSPATIAL DATA
The Platform may process, display, analyze, store, generate, or visualize geospatial information.
The User acknowledges that geospatial information may originate from:
satellite imagery;
GPS systems;
GIS systems;
survey records;
governmental databases;
third-party mapping providers;
manually entered coordinates.
The Company makes no representation or warranty regarding:
- (a)positional accuracy;
- (b)coordinate accuracy;
- (c)boundary accuracy;
- (d)cadastral accuracy;
- (e)mapping accuracy;
- (f)georeferencing accuracy;
- (g)imagery accuracy;
- (h)completeness of geospatial records.
The User acknowledges that even minor inaccuracies in coordinates may produce materially different outcomes regarding land boundaries and ownership. The user agrees to hold harmless the company in the event of any loss(material or immaterial) due to any inaccuracies(major or minor) from the platform.
Accordingly, the Company disclaims all liability arising from:
- (a)inaccurate coordinates;
- (b)mapping discrepancies;
- (c)overlap disputes;
- (d)encroachments;
- (e)surveying conflicts;
- (f)geospatial distortions;
- (g)coordinate conversion errors;
- (h)projection errors.
All geospatial outputs generated by the Platform are provided for informational and administrative purposes only.
Users shall obtain independent professional surveying advice before relying on geospatial outputs for legal, commercial, construction, development, conveyancing, or regulatory purposes. Note, the user shall bear sole responsibility for any loss emerging from reliance on this technology and the user must ensure to verify all output to ensure accuracy.
13. SURVEY INFORMATION
The User acknowledges that survey plans, coordinates, diagrams, maps, and other surveying materials may be uploaded into the Platform.
The Company:
- (a)is not a licensed surveyor;
- (b)does not certify survey plans;
- (c)does not verify survey plans;
- (d)does not guarantee survey accuracy;
- (e)does not validate survey methodologies.
The User shall independently verify all survey information.
The Company expressly disclaims responsibility for:
- (i)inaccurate survey plans;
- (ii)forged survey plans;
- (iii)outdated survey plans;
- (iv)overlapping survey plans;
- (v)conflicting survey plans;
- (vi)defective survey methodologies;
- (vii)surveyor negligence.
No map, coordinate system, diagram, parcel layout, or visual representation generated through the Platform shall constitute a certified survey plan.
Only licensed professionals and competent authorities may certify survey information.
14. OWNERSHIP INFORMATION
The Platform may store, process, display, and analyze information relating to ownership interests in land.
The User acknowledges that ownership records uploaded into the Platform may originate from:
users;
developers;
landowners;
estate managers;
government agencies;
surveyors;
legal practitioners;
third parties.
The Company shall not be responsible for verifying:
- (a)ownership claims;
- (b)title validity;
- (c)beneficial interests;
- (d)inheritance claims;
- (e)family ownership rights;
- (f)equitable interests;
- (g)competing ownership claims.
The User acknowledges that ownership disputes frequently arise from circumstances beyond the Company's knowledge or control.
The Company shall not be liable for losses arising from:
- (i)double allocations;
- (ii)conflicting titles;
- (iii)competing ownership claims;
- (iv)forged title documents;
- (v)family disputes;
- (vi)inheritance disputes;
- (vii)community disputes;
- (viii)governmental errors.
Ownership information stored within the Platform shall not constitute legal proof of ownership.
15. LAND SUBDIVISION AND PARTITION MANAGEMENT
The Platform may permit Users to create, modify, record, monitor, track, or manage land subdivisions and partitions.
The Company does not warrant that:
- (a)proposed subdivisions comply with planning laws;
- (b)subdivisions comply with zoning requirements;
- (c)subdivisions comply with surveying requirements;
- (d)subdivisions comply with governmental approvals;
- (e)subdivisions comply with development permits.
The User remains solely responsible for obtaining:
- (i)planning approvals;
- (ii)subdivision approvals;
- (iii)survey approvals;
- (iv)governmental permits;
- (v)statutory consents.
The Company shall not be liable for:
unlawful subdivisions;
defective partitions;
planning violations;
regulatory breaches;
invalid approvals.
The Platform merely records and manages information provided by Users.
16. FRAUD DETECTION SERVICES
The Platform may utilize automated technologies, rules engines, machine learning systems, artificial intelligence tools, data analytics systems, anomaly detection systems, geospatial analysis systems, and algorithmic models to identify potential indicators of fraud.
The User expressly acknowledges that fraud detection is inherently uncertain.
Accordingly, the Company does not warrant that the Platform will:
- (a)detect all fraudulent activities;
- (b)detect all duplicate allocations;
- (c)detect all ownership conflicts;
- (d)detect all forged documents;
- (e)detect all unauthorized transfers;
- (f)detect all revenue leakages;
- (g)detect all collusive conduct;
- (h)detect all internal fraud.
Fraud Alerts generated by the Platform:
- (i)are informational only;
- (ii)are probabilistic in nature;
- (iii)may contain inaccuracies;
- (iv)may produce false positives;
- (v)may produce false negatives.
The User shall independently investigate all Fraud Alerts.
The Company shall not be liable where:
fraud is not detected;
fraud is incorrectly detected;
users fail to investigate alerts;
users improperly rely upon alerts.
No Fraud Alert shall constitute legal evidence of fraud. The User agrees to coduct due diligence in investigation within its business to ensure accuracy of claims of fraud. The user agrees to indemnify and hold harmless the company in the event of any wrongful termination of staff litigation process pertaining to the User’s staff(in/out of employment for the User).
17. PAYMENT MONITORING SERVICES
The Platform may provide tools designed to track, reconcile, monitor, record, report, or analyze payments relating to land transactions.
The User acknowledges that payment information may be supplied by:
users;
payment gateways;
financial institutions;
third-party integrations;
manual entries.
The Company does not guarantee:
- (a)payment accuracy;
- (b)reconciliation accuracy;
- (c)accounting accuracy;
- (d)completeness of financial records.
The User shall independently verify all financial information.
The Company shall not be liable for:
- (i)unrecorded payments;
- (ii)duplicate payments;
- (iii)accounting discrepancies;
- (iv)reconciliation errors;
- (v)payment delays;
- (vi)bank errors;
- (vii)payment gateway failures.
18. REVENUE LEAKAGE MONITORING
The Platform may provide analytical tools intended to identify potential revenue leakages, unpaid allocations, underpayments, outstanding balances, irregular collections, or other financial anomalies.
The User acknowledges that such analyses are based upon available data.
The Company does not warrant that:
- (a)all revenue leakages will be detected;
- (b)all outstanding payments will be identified;
- (c)all irregularities will be reported;
- (d)all financial anomalies will be discovered.
Revenue leakage reports shall constitute management tools only and shall not constitute:
audits;
forensic accounting reports;
professional accounting opinions;
legal findings.
The User shall obtain independent professional advice where necessary and shall not base decisions solely on the output from the platform.
19. AUDIT LOGS AND SYSTEM RECORDS
The Platform may generate, collect, preserve, store, process, and maintain logs, metadata, access records, transaction histories, user activities, timestamps, IP addresses, device identifiers, authentication records, approval histories, modification histories, and other system-generated records ("Audit Logs").
The User acknowledges and agrees that Audit Logs constitute an essential component of the Platform's functionality and security framework.
The Company shall have the unrestricted right to create, maintain, analyze, preserve, archive, and utilize Audit Logs for operational, compliance, legal, security, forensic, auditing, dispute resolution, fraud prevention, business continuity, and evidentiary purposes.
Audit Logs may include without limitation:
- (a)user logins and logouts;
- (b)creation of land records;
- (c)modifications to ownership records;
- (d)subdivision activities;
- (e)deletion activities;
- (f)approval activities;
- (g)payment-related activities;
- (h)administrator activities;
- (i)failed authentication attempts;
- (j)security events;
- (k)data export activities;
- (l)document uploads;
- (m)system-generated alerts;
- (n)API activities;
- (o)geospatial modifications.
The User acknowledges that Audit Logs may be retained by the Company after termination of access to the Platform.
The Company shall have no obligation to provide Audit Logs to the User except where required by law or expressly agreed in writing.
The Company shall comply with all relevant laws concerning privacy and confidentiality of the user.
20. ELECTRONIC EVIDENCE
The User expressly agrees that all records generated, maintained, stored, processed, transmitted, or preserved by the Platform shall constitute admissible evidence to the fullest extent permitted by applicable law.
Without limitation, the following may be relied upon as evidence:
- (a)Audit Logs;
- (b)system timestamps;
- (c)activity records;
- (d)login records;
- (e)electronic communications;
- (f)digital approvals;
- (g)system reports;
- (h)metadata;
- (i)transaction records;
- (j)access histories.
The User waives any objection based solely upon the electronic nature of such records.
To the fullest extent permitted by applicable law, Company records shall be presumed accurate unless proven otherwise by clear and convincing evidence.
The User agrees that Company-maintained records may be used in administrative proceedings, arbitrations, investigations, litigation, regulatory proceedings, and dispute resolution processes.
21. USER CONTENT
The User retains ownership of User Content uploaded to the Platform.
However, by uploading User Content, the User grants the Company a worldwide, royalty-free, perpetual, irrevocable, transferable, sublicensable, non-exclusive license to:
- (a)host;
- (b)store;
- (c)reproduce;
- (d)process;
- (e)analyze;
- (f)transmit;
- (g)display;
- (h)archive;
- (i)back up;
- (j)modify for technical purposes;
- (k)generate reports from;
- (l)utilize for Platform functionality.
The foregoing license is granted solely for purposes connected with:
- (i)operation of the Platform;
- (ii)maintenance of the Platform;
- (iii)security;
- (iv)fraud detection;
- (v)analytics;
- (vi)product improvement;
- (vii)compliance obligations.
The User represents and warrants that it possesses all rights necessary to upload and license User Content.
The Company shall not be responsible for determining ownership of User Content.
The foregoing license is granted solely and exclusively for the following purposes, and for no other purpose whatsoever:
- (i)operation, hosting, maintenance, and technical administration of the Platform;
- (ii)security monitoring, intrusion detection, and incident response;
- (iii)fraud detection, anomaly identification, and risk monitoring directly related to the User's account;
- (iv)generation of reports, analytics, and outputs for the User's own use;
- (v)compliance with applicable legal obligations, regulatory requirements, court orders, and governmental directives;
- (vi)backup, disaster recovery, and business continuity operations;
- (vii)technical improvements to the Platform, provided that such improvements do not involve the disclosure of User Content to third parties and are conducted exclusively on anonymized or aggregated data where technically feasible.
The Company shall not use User Content for the purpose of training artificial intelligence or machine learning models, sale to third parties, or any purpose not expressly listed above.
This license shall terminate automatically upon closure of the User's account with respect to all User Content not required to be retained under the Company's Data Retention Policy or applicable law, at which point the Company shall securely delete or anonymize such content.
22. USER WARRANTIES REGARDING CONTENT
The User represents, warrants, and covenants that all User Content:
- (a)is accurate;
- (b)is complete;
- (c)is lawful;
- (d)is not misleading;
- (e)does not violate any law;
- (f)does not infringe any intellectual property rights;
- (g)does not contain malicious code;
- (h)does not violate privacy rights;
- (i)does not violate confidentiality obligations;
- (j)does not contain forged or fraudulent information.
The User shall immediately correct any inaccurate or misleading information uploaded to the Platform.
The Company reserves the right to remove any User’s access that, in its sole discretion, violates these Terms.
23. INTELLECTUAL PROPERTY OWNERSHIP
The Platform and all related intellectual property rights are and shall remain the sole and exclusive property of the Company.
The Company's intellectual property includes without limitation:
- (a)source code;
- (b)object code;
- (c)software architecture;
- (d)databases;
- (e)algorithms;
- (f)machine learning models;
- (g)artificial intelligence systems;
- (h)user interfaces;
- (i)workflows;
- (j)designs;
- (k)reports;
- (l)templates;
- (m)graphics;
- (n)trademarks;
- (o)trade names;
- (p)domain names;
- (q)know-how;
- (r)trade secrets;
- (s)proprietary methodologies;
- (t)business processes.
All rights not expressly granted under these Terms are reserved by the Company.
Nothing contained herein shall transfer any ownership interest to the User.
24. NO IMPLIED RIGHTS
Except for the limited license expressly granted herein, no rights, title, interests, permissions, authorizations, or licenses shall be deemed granted to the User.
No license shall arise by implication, estoppel, custom, usage, course of dealing, or otherwise.
The User shall acquire no rights whatsoever in the Platform beyond those expressly granted in these Terms.
25. FEEDBACK ASSIGNMENT
The User may from time to time provide suggestions, comments, recommendations, improvements, corrections, ideas, proposals, or feedback relating to the Platform ("Feedback").
The User hereby irrevocably assigns to the Company all rights, title, and interests in and to all Feedback.
The Company shall be entitled to use Feedback for any purpose without restriction and without compensation to the User.
The User waives all moral rights and similar rights relating to Feedback to the fullest extent permitted by law.
The Company shall be entitled to decide whether or not to utilize feedback at its own discretion and.
26. DERIVATIVE WORKS
All derivative works, modifications, enhancements, updates, improvements, adaptations, customizations, and developments relating to the Platform shall belong exclusively to the Company.
Where any rights in such derivative works arise in favor of the User, such rights shall automatically vest in the Company and are hereby assigned to the Company.
The User agrees to execute all documents necessary to perfect such ownership.
27. TRADE SECRETS
The User acknowledges that the Platform contains valuable trade secrets belonging to the Company.
Such trade secrets include but are not limited to:
- (a)fraud detection methodologies;
- (b)system architecture;
- (c)machine learning models;
- (d)security mechanisms;
- (e)database structures;
- (f)business logic;
- (g)workflows;
- (h)algorithms;
- (i)data processing methodologies.
The User shall not directly or indirectly disclose, use, copy, reproduce, analyze, reverse engineer, or exploit any trade secrets.
The obligations contained herein shall survive indefinitely.
28. CONFIDENTIAL INFORMATION
Each Party may disclose Confidential Information to the other.
The receiving Party shall:
- (a)maintain confidentiality;
- (b)exercise reasonable care;
- (c)restrict access to authorized personnel;
- (d)prevent unauthorized disclosure;
- (e)use Confidential Information solely for authorized purposes.
The receiving Party shall not disclose Confidential Information without prior written consent.
29. EXCLUSIONS FROM CONFIDENTIALITY
Confidential Information shall not include information that:
- (a)is publicly available through no fault of the receiving Party;
- (b)was lawfully known prior to disclosure;
- (c)is independently developed;
- (d)is lawfully obtained from third parties.
The burden of proving an exclusion shall rest upon the receiving Party.
30. COMPULSORY DISCLOSURES
Where disclosure is required by law, regulation, court order, governmental directive, subpoena, or regulatory requirement, the receiving Party may disclose Confidential Information.
Where legally permissible, the receiving Party shall provide prompt notice to the disclosing Party before making such disclosure.
Only the minimum information legally required shall be disclosed.
31. DATA PROTECTION COMPLIANCE
The Parties shall comply with all applicable data protection and privacy laws including:
- (a)the Nigeria Data Protection Act 2023;
- (b)regulations issued by the Nigeria Data Protection Commission;
- (c)applicable international data protection laws;
- (d)sector-specific privacy obligations.
The User warrants that all personal data uploaded to the Platform has been lawfully collected and processed.
The User further warrants that all necessary consents, notices, authorizations, and legal bases have been obtained.
32. USER RESPONSIBILITY FOR PERSONAL DATA
The User remains solely responsible for:
- (a)data accuracy;
- (b)lawful collection;
- (c)lawful processing;
- (d)lawful disclosure;
- (e)obtaining consent where required;
- (f)responding to data subject requests.
The Company shall not be liable for unlawful processing activities undertaken by Users.
33. COMPANY SECURITY MEASURES
The Company may implement security measures including:
- (a)encryption;
- (b)authentication controls;
- (c)role-based access controls;
- (d)audit logging;
- (e)intrusion monitoring;
- (f)vulnerability assessments;
- (g)backup systems;
- (h)disaster recovery procedures.
The Company reserves the right to modify security measures at any time.
34. NO SECURITY GUARANTEE
The User acknowledges that no software, network, database, cloud infrastructure, internet service, or technology system can be guaranteed to be completely secure.
Accordingly, the Company does not warrant that:
- (a)the Platform is immune from cyberattacks;
- (b)unauthorized access will never occur;
- (c)data breaches will never occur;
- (d)malware incidents will never occur;
- (e)service interruptions will never occur.
The User accepts these inherent risks.
35. SECURITY INCIDENTS
The Company may investigate any actual or suspected:
- (a)cyberattack;
- (b)data breach;
- (c)unauthorized access;
- (d)system compromise;
- (e)malicious activity.
The User agrees to cooperate fully with such investigations.
The Company may suspend access during security investigations without liability.
36. USER SECURITY OBLIGATIONS
The User shall:
- (a)maintain strong passwords;
- (b)implement access controls;
- (c)maintain secure devices;
- (d)promptly report compromises;
- (e)use updated software;
- (f)prevent credential sharing.
The User shall bear responsibility for losses arising from failure to comply with security obligations.
37. ARTIFICIAL INTELLIGENCE AND AUTOMATED SYSTEMS
The Platform may or may not utilize artificial intelligence, machine learning, predictive analytics, statistical models, automated decision-support systems, pattern recognition systems, and anomaly detection technologies.
The User acknowledges that AI systems as well as other systems are inherently probabilistic and may produce:
- (a)inaccurate outputs;
- (b)incomplete outputs;
- (c)false positives;
- (d)false negatives;
- (e)unexpected outcomes.
The Company does not warrant the accuracy, completeness, reliability, or suitability of generated outputs.
38. NO AUTOMATED DECISION-MAKING RELIANCE
The User shall not rely solely upon generated outputs when making decisions involving but not limited to:
- (a)land ownership;
- (b)title rights;
- (c)property transfers;
- (d)financial allocations;
- (e)legal claims;
- (f)fraud investigations.
Independent human review shall always be required.
The Company shall not be liable for decisions made solely on the basis of generated outputs of the platform.
39. ACCEPTABLE USE POLICY
The User shall use the Platform only for lawful, authorized, ethical, and legitimate purposes.
The User shall not engage in any activity that may:
- (a)damage the Platform;
- (b)impair the Platform;
- (c)interfere with the Platform;
- (d)compromise Platform security;
- (e)expose the Company to liability;
- (f)violate any law.
The User shall remain solely responsible for all activities conducted through its account.
40. PROHIBITED ACTIVITIES
Without limiting any other restriction contained herein, the User shall not conduct the following:
- A.Technical Misconduct
- (i)reverse engineer the Platform;
- (ii)decompile the Platform;
- (iii)disassemble the Platform;
- (iv)circumvent security controls;
- (v)bypass authentication systems;
- (vi)exploit vulnerabilities;
- (vii)conduct unauthorized penetration testing;
- (viii)introduce malware;
- (ix)introduce ransomware;
- (x)introduce viruses;
- (xi)interfere with network operations.
- B.Data Misconduct
The User shall not:
- (i)scrape data;
- (ii)harvest information;
- (iii)create unauthorized copies;
- (iv)export data without authorization;
- (v)create competing databases;
- (vi)engage in data mining.
- C.Fraudulent Activities
The User shall not:
- (i)upload forged title documents;
- (ii)upload forged survey plans;
- (iii)upload fabricated ownership records;
- (iv)falsify payment records;
- (v)manipulate fraud detection results;
- (vi)conceal ownership conflicts;
- (vii)facilitate land fraud.
- D.Misrepresentation
The User shall not:
- (i)impersonate any individual;
- (ii)impersonate any governmental agency;
- (iii)falsely claim ownership;
- (iv)falsely claim authority;
- (v)misrepresent land rights.
- E.Commercial Misconduct
The User shall not:
- (i)resell access to the Platform;
- (ii)sublicense access;
- (iii)rent access;
- (iv)create competing software;
- (v)benchmark the Platform for competitive purposes.
Any violation of this section shall constitute a material breach of these Terms and the Company at its sole discretion shall terminate the User’s access to the platform.
41. REGULATORY COMPLIANCE
The User shall comply with all applicable laws, regulations, directives, policies, and governmental requirements relating to:
- (a)land administration;
- (b)surveying;
- (c)planning approvals;
- (d)property development;
- (e)taxation;
- (f)anti-money laundering obligations;
- (g)anti-corruption obligations;
- (h)sanctions regulations;
- (i)data protection laws;
- (j)cybersecurity laws.
The Company shall not be responsible for monitoring User compliance.
42. THIRD-PARTY SERVICES
The Platform may interact with, integrate with, connect to, depend upon, or exchange information with third-party services.
Such services may include:
- (a)payment processors;
- (b)banking platforms;
- (c)mapping services;
- (d)GIS providers;
- (e)cloud infrastructure providers;
- (f)governmental databases;
- (g)survey systems;
- (h)messaging providers;
- (i)identity verification systems.
The Company neither owns nor controls such third-party services.
Accordingly, the Company disclaims all responsibility for:
- (i)service interruptions;
- (ii)inaccurate data;
- (iii)outages;
- (iv)security incidents;
- (v)regulatory failures;
- (vi)third-party misconduct.
The User accesses third-party services entirely at its own risk.
43. GOVERNMENT DATA INTEGRATIONS
Where the Platform integrates with governmental systems, registries, databases, or public records, the User acknowledges that:
- (a)the Company does not control such systems;
- (b)governmental data may be inaccurate;
- (c)governmental data may be incomplete;
- (d)governmental data may be outdated;
- (e)governmental systems may become unavailable.
The Company shall not be liable for any losses arising from reliance upon governmental data.
The User shall independently verify all governmental records.
44. PLATFORM AVAILABILITY
The Company shall use commercially reasonable efforts to make the Platform available.
However, the User acknowledges that uninterrupted availability cannot be guaranteed.
Availability may be affected by:
- (a)maintenance;
- (b)updates;
- (c)security incidents;
- (d)infrastructure failures;
- (e)internet disruptions;
- (f)force majeure events;
- (g)governmental actions.
The Company makes no guarantee regarding uptime percentages.
45. MAINTENANCE AND UPDATES
The Company may:
- (a)modify the Platform;
- (b)redesign the Platform;
- (c)update the Platform;
- (d)suspend portions of the Platform;
- (e)discontinue features;
- (f)replace functionalities.
Such actions may occur with or without prior notice.
The User acknowledges that updates may alter:
- (i)workflows;
- (ii)interfaces;
- (iii)reports;
- (iv)system outputs;
- (v)available features.
The Company shall not be liable for disruptions caused by updates.
46. BETA FEATURES
The Company may release beta, experimental, pilot, testing, preview, or developmental features.
Such features are provided strictly on the discretion of the Company.
The Company makes no warranty regarding beta features.
The User assumes all risks associated with beta features.
47. RIGHT OF MONITORING
The Company reserves the right to monitor Platform usage for purposes including:
- (a)security;
- (b)compliance;
- (c)fraud detection;
- (d)performance monitoring;
- (e)system optimization;
- (f)legal compliance.
The User consents to such monitoring.
48. RIGHT OF INVESTIGATION
The Company may investigate any actual or suspected:
- (a)breach of these Terms;
- (b)unlawful activity;
- (c)fraud;
- (d)cyberattack;
- (e)misuse of the Platform.
The User agrees to cooperate fully in any investigation.
Failure to cooperate may result in suspension or termination.
49. SUSPENSION RIGHTS
The Company may immediately suspend access without notice where it reasonably determines that:
- (a)a security threat exists;
- (b)fraud is suspected;
- (c)unauthorized access has occurred;
- (d)legal compliance requires suspension;
- (e)User conduct creates risk to the Company;
- (f)payment obligations remain unpaid;
- (g)these Terms have been breached.
Suspension may remain in effect for as long as the Company deems necessary.
The Company shall not be liable for any losses arising from suspension.
50. EMERGENCY ACTIONS
Where the Company believes immediate action is necessary to protect:
- (a)the Platform;
- (b)other users;
- (c)Company assets;
- (d)Company personnel;
- (e)third parties;
the Company may take any action deemed necessary including:
- (i)disabling accounts;
- (ii)freezing records;
- (iii)restricting access;
- (iv)removing content;
- (v)isolating systems.
51. TERMINATION BY USER
The User may terminate use of the Platform at any time by:
- (a)discontinuing use; and
- (b)satisfying all outstanding obligations.
Termination shall not relieve the User of accrued liabilities.
52. TERMINATION BY COMPANY
The Company may terminate these Terms immediately upon notice where:
- (a)a breach occurs;
- (b)fraud is suspected;
- (c)unlawful conduct occurs;
- (d)payment defaults occur;
- (e)continued access presents risk.
The Company may also terminate for convenience upon a 14 day notice.
53. EFFECT OF TERMINATION
Upon termination:
- (a)licenses granted to the User immediately cease;
- (b)access rights immediately cease;
- (c)the User shall discontinue all use of the Platform;
- (d)outstanding fees become immediately due.
The Company may retain information where legally required.
54. NO REFUNDS
Except where expressly required by applicable law, all fees paid are non-refundable.
Termination shall not entitle the User to any refund.
55. DISCLAIMER OF WARRANTIES
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED:
"AS IS"
"AS AVAILABLE"
"WITH ALL FAULTS"
"WITHOUT WARRANTY OF ANY KIND"
THE COMPANY DISCLAIMS ALL WARRANTIES WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
56. SPECIFIC DISCLAIMERS
WITHOUT LIMITATION, THE COMPANY DISCLAIMS WARRANTIES OF:
- (a)merchantability;
- (b)fitness for a particular purpose;
- (c)accuracy;
- (d)reliability;
- (e)completeness;
- (f)title;
- (g)non-infringement;
- (h)uninterrupted operation;
- (i)error-free operation;
- (j)fraud detection effectiveness.
57. LAND DISPUTE DISCLAIMER
THE COMPANY SHALL NOT BE LIABLE FOR:
- (a)ownership disputes;
- (b)title disputes;
- (c)inheritance disputes;
- (d)community disputes;
- (e)family disputes;
- (f)allocation disputes;
- (g)survey disputes;
- (h)boundary disputes;
- (i)encroachment disputes.
58. FRAUD DISCLAIMER
THE COMPANY DOES NOT WARRANT THAT FRAUD WILL BE:
- (a)detected;
- (b)prevented;
- (c)reported;
- (d)investigated;
- (e)resolved.
THE USER ASSUMES ALL RISKS RELATING TO FRAUD.
59. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR:
- (a)indirect damages;
- (b)consequential damages;
- (c)incidental damages;
- (d)punitive damages;
- (e)exemplary damages;
- (f)special damages;
- (g)loss of profits;
- (h)loss of business;
- (i)loss of goodwill;
- (j)loss of opportunity;
- (k)data loss;
- (l)business interruption.
WHETHER ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE.
60. LIABILITY CAP
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S AGGREGATE LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY THE USER TO THE COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
IF THE USER ACCESSES THE PLATFORM FREE OF CHARGE, THE USER MUST ENSURE STRICT HUMAN OVERSIGHT TO ENSURE ACCURACY, WHERE ANY LOSS ARISES DUE TO RELIANCE OF THE OUTPUT OF THIS PLATFORM, THE USER AGREES TO INDEMNIFY AND HOLD HARMLESS THE COMPANY.
61. USER INDEMNIFICATION
The User shall defend, indemnify, and hold harmless the Company and its:
directors;
officers;
employees;
affiliates;
shareholders;
consultants;
agents;
contractors;
licensors;
from and against all claims, actions, proceedings, investigations, losses, liabilities, damages, penalties, fines, costs, and expenses arising out of:
- (a)User Content;
- (b)land disputes;
- (c)title disputes;
- (d)ownership claims;
- (e)fraud allegations;
- (f)regulatory investigations;
- (g)data protection violations;
- (h)intellectual property violations;
- (i)breaches of these Terms;
- (j)unlawful conduct.
62. DEFENCE OF CLAIMS
The Company may assume exclusive control of the defense of any claim.
The User shall cooperate fully in such defense.
The User shall not settle any claim affecting the Company without prior written consent.
63. CONTINUING INDEMNITY
The indemnities contained herein:
- (a)survive termination;
- (b)survive suspension;
- (c)survive expiration;
- (d)remain enforceable indefinitely with respect to events occurring during the term.
64. FORCE MAJEURE
The Company shall not be liable for any failure, delay, interruption, degradation, loss of functionality, inability to perform, or suspension of the Platform arising directly or indirectly from circumstances beyond its reasonable control.
Force Majeure Events shall include, without limitation:
- (a)acts of God;
- (b)floods;
- (c)fires;
- (d)earthquakes;
- (e)storms;
- (f)epidemics;
- (g)pandemics;
- (h)public health emergencies;
- (i)war;
- (j)invasion;
- (k)armed conflict;
- (l)terrorism;
- (m)civil unrest;
- (n)riots;
- (o)insurrection;
- (p)sabotage;
- (q)labor disputes;
- (r)strikes;
- (s)lockouts;
- (t)governmental actions;
- (u)regulatory restrictions;
- (v)court orders;
- (w)utility failures;
- (x)telecommunications failures;
- (y)internet disruptions;
- (z)cyberattacks;
- (aa)denial-of-service attacks;
- (bb)ransomware attacks;
- (cc)cloud infrastructure failures;
- (dd)third-party service failures;
- (ee)failures of governmental databases;
- (ff)failures of land registries;
- (gg)failures of payment systems.
The Company shall not be responsible for any damages resulting from Force Majeure Events.
The occurrence of a Force Majeure Event shall not constitute a breach of these Terms.
65. ELECTRONIC RECORDS
The User acknowledges and agrees that all records maintained by the Platform may exist solely in electronic form.
Electronic records may include:
- (a)land records;
- (b)ownership records;
- (c)approvals;
- (d)transactions;
- (e)audit logs;
- (f)reports;
- (g)notices;
- (h)alerts;
- (i)communications;
- (j)system records.
The User agrees that electronic records shall have the same legal force and effect as paper records to the fullest extent permitted by applicable law.
The User waives any objection based solely upon the electronic nature of such records.
66. ELECTRONIC SIGNATURES
The User agrees that:
- (a)clicking acceptance buttons;
- (b)selecting checkboxes;
- (c)digital approvals;
- (d)electronic confirmations;
- (e)platform-generated authorizations;
- (f)electronic workflows;
- (g)digital signatures;
shall constitute valid and binding signatures.
Such actions shall have the same legal force and effect as handwritten signatures.
The User further agrees not to contest the enforceability of electronic signatures solely because they are electronic in nature.
67. NOTICES
All notices under these Terms shall be in writing.
The Company may provide notices through:
- (a)email;
- (b)dashboard notifications;
- (c)Platform announcements;
- (d)SMS notifications;
- (e)in-application notifications;
- (f)publication on the Company's website.
Notices shall be deemed received:
- (i)immediately upon display within the Platform;
- (ii)upon transmission by email;
- (iii)upon publication on the Platform;
- (iv)upon transmission through electronic communication channels.
The User is responsible for maintaining current contact information.
Failure to receive notices resulting from outdated contact information shall not invalidate such notices.
68. ASSIGNMENT
The Company may assign, transfer, delegate, novate, subcontract, or otherwise dispose of any rights or obligations under these Terms without notice to or consent from the User.
The User shall not:
- (a)assign;
- (b)transfer;
- (c)delegate;
- (d)sublicense;
- (e)novate;
- (f)encumber;
- (g)otherwise dispose of any rights or obligations under these Terms,
without the Company's prior written consent.
Any purported assignment in violation of this section shall be null and void.
69. RELATIONSHIP OF THE PARTIES
Nothing contained in these Terms shall create:
- (a)a partnership;
- (b)a joint venture;
- (c)an agency relationship;
- (d)an employment relationship;
- (e)a fiduciary relationship;
- (f)a franchise relationship.
Neither Party shall have authority to bind the other.
70. NO THIRD-PARTY BENEFICIARIES
Except as expressly stated herein, these Terms are intended solely for the benefit of the Parties.
No third party shall have any rights under these Terms.
71. GOVERNING LAW
These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
The Parties expressly exclude the application of any conflict-of-law principles that would result in the application of another jurisdiction's laws.
72. GOOD FAITH NEGOTIATION
Before commencing any formal dispute resolution proceedings, the Parties shall first attempt in good faith to resolve disputes through negotiation.
Either Party may notify the other Party of a dispute.
Senior representatives of both Parties shall meet and attempt to resolve the dispute within thirty (30) days.
73. MEDIATION
If a dispute cannot be resolved through negotiation, the Parties shall submit the dispute to mediation.
The mediation shall:
- (a)be conducted in Nigeria;
- (b)be conducted in English;
- (c)be administered by a mutually agreed mediator.
Participation in mediation shall be a condition precedent to arbitration unless urgent injunctive relief is required.
74. ARBITRATION
Any dispute, controversy, claim, or disagreement arising out of or relating to these Terms, including their interpretation, validity, performance, breach, termination, or enforcement, shall be finally resolved by arbitration.
The arbitration shall be conducted in accordance with the provisions of the Arbitration and Mediation Act 2023.
The seat of arbitration shall be Abuja.
The language of arbitration shall be English.
The arbitral award shall be final and binding.
Judgment upon the award may be entered in any court of competent jurisdiction.
75. INJUNCTIVE RELIEF
The User acknowledges that unauthorized use of the Platform may cause irreparable harm to the Company.
Accordingly, the Company shall be entitled to seek:
- (a)injunctive relief;
- (b)interim relief;
- (c)interlocutory relief;
- (d)equitable remedies;
without proving actual damages or posting security.
Such remedies shall be in addition to all other remedies available at law.
76. WAIVER OF CLASS ACTIONS
To the fullest extent permitted by applicable law, the User agrees that any dispute shall be brought solely in the User's individual capacity.
The User shall not participate in:
- (a)class actions;
- (b)representative actions;
- (c)collective proceedings;
- (d)consolidated proceedings,
against the Company.
77. EXPORT CONTROLS AND SANCTIONS
The User represents and warrants that neither the User nor its affiliates are subject to sanctions, trade restrictions, or governmental prohibitions that would make use of the Platform unlawful.
The User shall not use the Platform in violation of any applicable sanctions or export-control laws.
78. ANTI-BRIBERY AND ANTI-CORRUPTION
The User shall comply with all anti-bribery and anti-corruption laws.
The User shall not use the Platform in connection with:
- (a)bribery;
- (b)kickbacks;
- (c)unlawful inducements;
- (d)corruption;
- (e)money laundering.
The Company may immediately terminate access where corruption concerns arise.
SEVERABILITY
If any provision, clause, term, or part of these Terms of Use is found by a court of competent jurisdiction or other applicable authority to be invalid, illegal, unenforceable, or otherwise ineffective for any reason, such provision shall be deemed severed from these Terms of Use to the minimum extent necessary. The remaining provisions shall remain in full force and effect and shall continue to be valid, binding, and enforceable to the fullest extent permitted by law.
To the extent possible, any invalid, illegal, or unenforceable provision shall be interpreted, modified, or replaced so as to give effect as closely as possible to the original intent of the provision while remaining lawful and enforceable.
DATA RETENTION POLICY
The Company shall retain personal data and User Content only for as long as is necessary to fulfil the purposes for which it was collected, to comply with applicable legal obligations, or to resolve disputes and enforce agreements.
The following retention periods shall apply unless a longer period is required by applicable law:
Upon expiry of the applicable retention period, the Company shall securely delete, anonymize, or destroy personal data in accordance with industry-standard data sanitization practices.
Notwithstanding the foregoing, the Company may retain data beyond the applicable retention period where:
- (a)retention is required by applicable law, regulation, court order, or governmental directive;
- (b)retention is necessary for the establishment, exercise, or defense of legal claims;
- (c)the data has been anonymized such that the data subject is no longer identifiable.
The Company shall review its data holdings at least annually to identify and securely dispose of data that has exceeded its retention period.
81. ENTIRE AGREEMENT
These Terms constitute the complete and exclusive agreement between the Parties concerning the Platform.
These Terms supersede all prior:
- (a)discussions;
- (b)negotiations;
- (c)understandings;
- (d)proposals;
- (e)representations;
- (f)agreements.
No oral statement shall modify these Terms.
82. AMENDMENTS
The Company may amend these Terms at any time.
Updated Terms shall become effective upon publication on the Platform unless otherwise stated.
However, for material changes, notice would be given via written communication of such changes and the User would be given the right to opt out and exit.
Continued use of the Platform after publication constitutes acceptance of the amended Terms.
83. CUMULATIVE REMEDIES
All rights and remedies available to the Company shall be cumulative.
The exercise of one remedy shall not preclude the exercise of any other remedy.
84. NO WAIVER
Failure by the Company to enforce any provision shall not constitute a waiver.
Any waiver must be in writing and signed by an authorized representative of the Company.
85. INTERPRETATION
Headings are included for convenience only and shall not affect interpretation.
Words importing the singular include the plural and vice versa.
The words "including" and "includes" shall mean "including without limitation."
No rule requiring construction against the drafting party shall apply.
86. SURVIVAL
The following provisions shall survive termination, expiration, suspension, or cessation of use:
Intellectual Property
Confidentiality
Trade Secrets
Audit Logs
Electronic Records
Indemnities
Limitations of Liability
Dispute Resolution
Governing Law
Payment Obligations
Data Protection Obligations
Security Obligations
Feedback Assignment
Injunctive Relief
Survival Provisions
and any other provisions which by their nature are intended to survive.