Sell Britari lands and earn on every plot.

Version 2.0 · Effective from the date you complete registration · Britari Properties Limited

This Independent Sales Agent Agreement (“Agreement”) is made between Britari Properties Limited (“Britari”, “the Company”, “we”, “us” or “our”) and the person registering or accepting appointment as a sales agent (“Agent”, “you” or “your”).

By completing the Britari Agent Registration process, ticking “I Agree”, signing this Agreement, or commencing sales activities for Britari, you acknowledge that you have read, understood and agreed to be bound by the terms and conditions contained herein.

1. APPOINTMENT AND STATUS OF THE AGENT

1.1 Independent Agent

Britari appoints you as an Independent Sales Agent on a non-exclusive basis to market and introduce prospective customers to Britari's approved real estate products and services.

You are an independent contractor and not an employee, partner, shareholder, director, trustee or legal representative of Britari.

1.2 No Employment Relationship

Nothing in this Agreement creates an employment relationship between you and Britari.

You are therefore not entitled to salary, pension, annual leave, medical benefits, staff allowances, severance benefits or any other employee benefit unless expressly agreed in writing.

1.3 Non-Exclusive Appointment

Your appointment is non-exclusive. Britari may appoint other agents, employees, consultants, marketers or representatives to sell the same or similar properties.

You may also engage in other lawful business activities, provided that such activities do not conflict with this Agreement or involve misuse of Britari's confidential information, customers, intellectual property or business opportunities.

1.4 Agent Reference

Upon successful registration, Britari may issue you with a unique Agent ID/Reference Number.

Your Agent ID is personal to you and:

• must not be sold, transferred or leased;
• must not be shared with another person;
• must not be used to falsely claim another person's sales;
• must not be used by another person to register customers; and
• may be suspended or cancelled by Britari where necessary.

1.5 No Authority to Bind Britari

You have no authority to:

• sign contracts on behalf of Britari;
• execute Deeds of Assignment or other title documents on behalf of Britari;
• issue official allocation documents;
• approve discounts outside approved Company policy;
• alter payment plans;
• promise refunds;
• negotiate obligations outside your authority;
• make representations regarding title or development beyond approved Company information; or
• otherwise bind Britari to any contractual, financial or legal obligation.

2. AGENT RESPONSIBILITIES

The Agent shall:

1. actively market Britari's approved properties and products;
2. provide prospective customers with accurate information;
3. follow Britari's approved sales process;
4. promptly submit customer information and documentation required for registration;
5. maintain professional conduct when dealing with customers;
6. protect Britari's reputation and brand;
7. comply with all approved sales policies, commission policies and marketing guidelines;
8. promptly communicate customer enquiries and complaints to Britari; and
9. comply with applicable laws and regulations.

The Agent shall not deliberately conceal, falsify, manipulate or misrepresent information for the purpose of obtaining a sale or commission.

3. CUSTOMER PAYMENTS

3.1 No Personal Collection of Funds

The Agent shall not receive, collect, hold, transfer, keep or control customer funds on behalf of Britari.

This includes, without limitation:

• land purchase payments;
• subscription payments;
• deposits;
• instalments;
• documentation fees;
• survey fees;
• development fees;
• inspection fees;
• allocation fees;
• registration fees;
• administrative fees; or
• any other payment connected with a Britari transaction.

3.2 Approved Payment Channels

All customer payments must be made directly to:

• Britari Properties Limited's officially designated corporate bank accounts; or
• approved payment channels, including the MyBritari platform, where applicable.

Agents must clearly communicate the Company's approved payment channels to customers.

3.3 Prohibited Payment Instructions

An Agent shall not instruct or encourage a customer to pay into:

• the Agent's personal account;
• another individual's account;
• an account belonging to another company;
• a mobile wallet;
• an unauthorised payment platform; or
• any other account not officially approved by Britari.

3.4 Consequences of Unauthorised Collection

Unauthorised collection or diversion of customer funds constitutes a serious breach of this Agreement.

Britari may, depending on the circumstances:

• immediately suspend the Agent;
• terminate the Agent's registration;
• withhold unpaid commission connected to the transaction;
• require repayment of funds;
• recover losses and associated costs;
• report the matter to appropriate law-enforcement authorities; and/or
• commence civil or criminal proceedings where appropriate.

Nothing in this clause prevents Britari from taking any lawful action available to protect the Company or its customers.

4. SALES REGISTRATION AND CLIENT OWNERSHIP

4.1 Customer Registration

For a customer to be credited to an Agent, the customer must be properly registered under the Agent's unique Agent ID before or at the time of the customer's first payment, subject to Britari's verification process.

4.2 Existing Customers

A customer who is already registered in Britari's database, has previously engaged Britari, or is already assigned to another Agent may not automatically be treated as a new customer of the Agent.

4.3 Customer Ownership

Customer ownership shall be determined primarily from Britari's official records, including:

• customer registration records;
• Agent ID;
• CRM records;
• MyBritari records;
• payment records;
• customer forms;
• communication records; and
• other verifiable Company records.

4.4 Multiple Agent Claims

Where two or more Agents claim the same customer, Britari shall review its records and available evidence.

Britari's determination regarding commission attribution shall be final for internal sales administration purposes, subject to any applicable law or dispute-resolution process.

4.5 No Customer Hijacking

An Agent shall not deliberately:

• register another Agent's customer;
• persuade an existing customer to change Agent attribution for the purpose of earning commission;
• use another Agent's leads without authorisation;
• interfere with another Agent's documented sales process; or
• submit false information to obtain commission.

5. COMMISSION

5.1 Commission Structure

Commission rates shall be determined by Britari and may vary according to:

• estate;
• property type;
• sales package;
• campaign;
• payment structure;
• promotional period;
• Agent category or level; and
• other factors determined by the Company.

The applicable commission structure shall be communicated to Agents through approved Company channels.

5.2 When Commission Is Earned

Commission shall become payable only when:

1. the customer has been properly registered;
2. the transaction has been verified and accepted by Britari;
3. the customer's payment has been received and cleared by Britari; and
4. all applicable sales and documentation requirements have been satisfied.

5.3 Instalment Transactions

Where a customer purchases through an instalment or subscription plan, commission may be paid proportionately based on the actual amount received by Britari, unless a different written commission structure applies.

5.4 Commission Payment

Confirmed commission shall ordinarily be paid within fourteen (14) working days after the commission becomes due and has been approved for payment.

Payment shall be made only into the Agent's verified bank account registered with Britari.

Britari shall not be responsible for payment delays caused by:

• incorrect bank details;
• inactive or restricted accounts;
• incomplete Agent documentation;
• bank processing issues; or
• regulatory or compliance requirements.

5.5 Refunds and Cancellations

Where a transaction is cancelled, reversed, refunded, terminated or otherwise becomes invalid, commission attributable to the refunded or reversed amount shall not be payable.

Where such commission has already been paid, Britari may:

• deduct the amount from future commission; or
• require the Agent to refund the amount within the period specified by Britari.

5.6 Fraudulent or Misrepresented Sales

No commission shall be payable on a transaction obtained through:

• fraud;
• falsification;
• unauthorised discounts;
• unauthorised promises;
• manipulation of customer information;
• unauthorised collection of funds;
• misrepresentation; or
• any other material breach of this Agreement.

5.7 Taxes

Commission payments shall be subject to any applicable taxes, withholding obligations or statutory deductions required by law.

6. PRICING, DISCOUNTS AND PAYMENT PLANS

6.1 Approved Prices

Agents shall sell properties strictly at prices and under payment plans approved by Britari.

6.2 Unauthorised Discounts

An Agent shall not grant, promise or advertise a discount that has not been approved by Britari.

6.3 Unauthorised Payment Plans

Agents shall not create or promise alternative payment structures, extensions, instalment periods, grace periods or special arrangements without written approval from an authorised Britari representative.

6.4 Customer Promises

Agents must not promise customers:

• guaranteed investment returns;
• guaranteed appreciation;
• guaranteed resale;
• guaranteed buy-back unless officially provided under the applicable product terms;
• guaranteed infrastructure completion dates;
• guaranteed allocation dates;
• guaranteed titles;
• guaranteed development timelines; or
• any other benefit not expressly approved in writing by Britari.

7. MARKETING, BRAND AND REPRESENTATION

7.1 Approved Marketing Materials

Agents shall use only marketing materials, prices, photographs, estate information, maps, brochures, videos, logos and other materials supplied or approved by Britari.

7.2 Modification of Materials

Agents shall not materially alter Britari's official:

• logo;
• documents;
• contracts;
• receipts;
• certificates;
• allocation documents;
• flyers;
• price lists; or
• promotional materials.

7.3 Personal Marketing

Agents may market Britari's properties through their personal:

• Facebook pages;
• Instagram accounts;
• WhatsApp;
• TikTok;
• LinkedIn;
• YouTube;
• websites; and
• other lawful marketing channels,

provided the marketing complies with Britari's guidelines.

7.4 Official Representation

Agents must not represent themselves as:

• a director of Britari;
• an employee of Britari;
• a shareholder of Britari;
• a solicitor or legal representative of Britari;
• an authorised signatory of Britari; or
• the owner of Britari properties,

unless specifically authorised in writing.

7.5 Unauthorised Official Channels

Agents shall not create a social media page, website, group, advertisement or other platform that falsely presents itself as an official Britari Properties channel.

7.6 Marketing Expenses

Unless otherwise agreed in writing, Agents shall bear their own marketing expenses, including:

• transportation;
• internet/data;
• telephone;
• advertising;
• promotional materials; and
• other sales-related expenses.

8. SITE INSPECTIONS

8.1 Approved Inspection Process

All official site inspections shall be conducted in accordance with Britari's approved inspection procedures.

8.2 Inspection Booking

Where required, inspections must be booked through the Company's designated channels before the visit.

8.3 Agent Conduct

Agents attending inspections must:

• conduct themselves professionally;
• follow site safety instructions;
• comply with instructions from authorised Britari personnel;
• avoid making unauthorised promises; and
• ensure customers comply with applicable site rules.

8.4 Safety

Agents participate in site inspections at their own responsibility, subject to applicable law and Britari's stated safety procedures.

9. CUSTOMER SERVICE AND COMPLAINTS

9.1 Professional Conduct

Agents must treat customers respectfully and professionally.

9.2 Complaints

Customer complaints concerning:

• payments;
• documentation;
• allocation;
• title;
• refunds;
• infrastructure;
• contracts;
• development;
• customer accounts; or
• other Company obligations

must be promptly referred to the appropriate Britari department.

9.3 No Unauthorised Resolution

Agents shall not independently promise compensation, refunds, replacement plots, discounts, extensions or other remedies without Company approval.

10. CONFIDENTIALITY

The Agent shall keep confidential all non-public information obtained through the relationship with Britari.

Confidential information includes, without limitation:

• customer information;
• customer lists;
• leads;
• pricing structures;
• commission structures;
• sales strategies;
• internal policies;
• business plans;
• financial information;
• development plans;
• land acquisition information;
• contracts;
• internal communications;
• passwords and access credentials; and
• proprietary business information.

The Agent shall not disclose or use such information for personal benefit or for the benefit of another company.

This obligation shall continue after termination of the Agent's relationship with Britari.

11. CUSTOMER DATA AND DATA PROTECTION

11.1 Permitted Use

Customer information obtained through Britari may be used only for legitimate Britari-related sales and customer-service purposes.

11.2 Prohibited Use

Agents shall not:

• sell customer information;
• transfer customer databases to another company;
• use Britari customers to market competing property products without proper authority;
• disclose customer information to unauthorised persons; or
• use customer information for unrelated personal purposes.

11.3 Data Protection

Britari shall process Agent and customer personal information in accordance with applicable Nigerian data-protection requirements, including the Nigeria Data Protection Act 2023, as applicable.

12. COMPETITION AND CONFLICT OF INTEREST

An Agent may market other property products, provided that the Agent does not:

• misuse Britari's confidential information;
• divert a Britari customer using Britari's confidential records;
• falsely compare or misrepresent Britari's properties;
• use Britari's marketing materials for another developer;
• represent another developer as Britari; or
• otherwise act in a manner that constitutes fraud, unfair dealing or breach of this Agreement.

13. PROFESSIONAL CONDUCT

The Agent shall maintain professional and ethical conduct.

Prohibited conduct includes:

• fraud;
• theft;
• dishonesty;
• harassment;
• threats;
• intimidation;
• abusive behaviour;
• impersonation;
• falsification of documents;
• unauthorised collection of money;
• deliberate dissemination of false information;
• damaging or defamatory communications concerning Britari;
• misuse of Company property or information; and
• conduct reasonably capable of causing serious reputational or commercial harm to Britari.

14. AGENT PERFORMANCE AND INACTIVITY

Britari may establish sales targets, activity requirements or performance standards for its Agent network.

Where an Agent remains inactive for a period determined by Britari, the Company may:

• place the Agent on inactive status;
• suspend access to Agent platforms;
• reallocate unprotected or unregistered leads;
• require reactivation or retraining; or
• terminate the Agent registration.

An inactive Agent shall not be entitled to commission on customers that were not properly registered under the Agent's reference.

15. INTELLECTUAL PROPERTY

All Britari trademarks, logos, photographs, videos, documents, marketing materials, systems, software, content and other intellectual property remain the property of Britari or their respective owners.

The Agent receives only a limited, revocable permission to use approved materials for the purpose of marketing Britari's products.

No ownership rights are transferred to the Agent.

Upon termination, the Agent shall cease using Britari's branding and materials.

16. SUSPENSION

Britari may temporarily suspend an Agent where the Company reasonably believes that the Agent:

• has breached this Agreement;
• is involved in a customer dispute requiring investigation;
• has made unauthorised representations;
• has collected customer funds;
• has engaged in suspected fraud;
• has misused customer information;
• has damaged the Company's reputation; or
• requires verification or compliance review.

During suspension, the Agent may be restricted from accessing Company systems, registering new customers or representing themselves as an active Britari Agent.

17. TERMINATION

17.1 Termination by Either Party

Either party may terminate this Agreement by written notice, including by email or other recognised electronic communication.

17.2 Immediate Termination

Britari may terminate the Agreement immediately where the Agent is found to have committed a serious breach, including:

• unauthorised collection or diversion of customer funds;
• fraud;
• falsification;
• impersonation;
• serious misrepresentation;
• theft;
• deliberate misuse of customer data;
• serious misconduct;
• unauthorised signing of Company documents;
• serious reputational misconduct; or
• other material breach of this Agreement.

17.3 Effect of Termination

Upon termination, the Agent shall immediately cease to:

• represent themselves as a Britari Agent;
• use Britari's logo or branding;
• use Britari's confidential information;
• register new customers on behalf of Britari; and
• use Company marketing materials except where expressly authorised.

17.4 Existing Commission

Commission properly earned and confirmed before termination shall remain payable, subject to:

• applicable refunds;
• reversals;
• chargebacks;
• outstanding obligations;
• investigation of suspected misconduct; and
• the provisions of this Agreement.

Where termination arises from fraud, unauthorised collection of customer funds or other serious misconduct, Britari may withhold or set off commission to the extent permitted by law and may pursue recovery of losses.

18. COMPANY POLICIES AND CHANGES

Britari may introduce or amend:

• commission structures;
• sales policies;
• Agent grading systems;
• marketing guidelines;
• payment procedures;
• customer registration procedures;
• estate-specific terms;
• inspection procedures; and
• other operational policies.

Where applicable, Britari shall communicate material changes to active Agents.

An Agent's continued participation in Britari's sales programme after receiving notice of an applicable change shall constitute acceptance of the updated operational terms, subject to applicable law.

19. NOTICES AND COMMUNICATION

Official communications may be delivered through:

• email;
• WhatsApp;
• SMS;
• Agent portal;
• MyBritari;
• written notice; or
• other communication channels designated by Britari.

Agents are responsible for ensuring that their registered contact details remain accurate and accessible.

20. DISPUTE RESOLUTION

The parties shall first attempt to resolve any dispute arising from this Agreement through good-faith discussion.

Where the dispute cannot be resolved through discussion, either party may pursue any lawful dispute-resolution mechanism or remedy available under applicable Nigerian law.

Nothing in this Agreement prevents either party from seeking urgent legal relief where necessary to protect property, funds, confidential information, customer interests or other legitimate rights.

21. GOVERNING LAW

This Agreement shall be governed by and interpreted in accordance with the laws of the Federal Republic of Nigeria.

22. ENTIRE AGREEMENT

This Agreement, together with applicable Britari sales policies, commission schedules and product-specific terms communicated to the Agent, constitutes the understanding between Britari and the Agent concerning the Agent's appointment.

Where there is a conflict between this Agreement and a specific written product or commission policy, the specific policy shall apply only to the extent that it expressly addresses the relevant matter.

23. SEVERABILITY

If any provision of this Agreement is found to be invalid, unlawful or unenforceable, the remaining provisions shall continue to apply to the extent permitted by law.

24. ACKNOWLEDGEMENT AND ACCEPTANCE

By signing this Agreement, completing Agent registration, ticking “I Agree”, or commencing sales activities for Britari Properties Limited, the Agent confirms that:

1. they have read and understood this Agreement;
2. they understand that they are an independent sales agent and not an employee;
3. they understand and agree to Britari's customer payment rules;
4. they understand the conditions governing commission;
5. they agree to protect customer information;
6. they agree to use only approved Company information and marketing materials;
7. they agree not to make unauthorised promises or representations;
8. they agree to comply with Britari's sales policies and procedures; and
9. they agree to be bound by this Agreement.

End of agreement.