Developer Property Listing & Buyer Protection Agreement

This Developer Property Listing and Buyer Protection Agreement (the "Agreement") is made on 2 August 2026 (the "Effective Date") between:

(1) WEBXER INNOVATIONS, the owner and operator of the Briccex digital real estate platform available at www.briccex.com, with its registered address at Central Business District, Abuja, Federal Capital Territory, Nigeria ("Briccex", "Platform Operator", "we", "us" or "our"); and

(2) [FULL LEGAL NAME OF DEVELOPER], a [company/business/individual] registered or identified under [REGISTRATION OR IDENTIFICATION NUMBER], with its address at [ADDRESS] (the "Developer").

Briccex and the Developer are each a "Party" and together the "Parties".

The Developer wishes to list, advertise and offer properties through Briccex. Briccex agrees to provide access to its technology, listing, verification, marketing, transaction-support and related services, subject to this Agreement.

The purpose of this Agreement is to establish clear listing standards, allocate responsibility, protect buyers and other users, reduce fraud and title risk, and provide a documented process for verification, payments, handover, complaints and post-completion obligations.

This Agreement does not by itself transfer ownership of any property. Each property transaction shall be governed by the applicable offer, reservation form, contract of sale, deed, assignment, lease, escrow instructions and other transaction documents.

In this Agreement:

“Buyer” means any person or entity that purchases, reserves, subscribes for, invests in, or otherwise acquires an interest in a Property through or following an introduction made on Briccex.

“Encumbrance” includes any mortgage, charge, lien, caveat, pledge, lease, tenancy, easement, acquisition notice, revocation, court order, family claim, customary interest, tax liability, statutory debt, unpaid levy or other right that may limit ownership, possession, transfer or use.

“Listing” means any property information, document, photograph, video, price, description, plan, claim, advertisement or offer submitted to or published on Briccex.

“Net Platform Revenue” means the fees or commission actually received and retained by Briccex from a transaction, excluding purchase price, taxes, refunds, chargebacks, third-party fees, escrow funds and amounts payable to other parties.

“Property” means each land, building, unit, estate, development, off-plan project, completed property or other real estate interest submitted by the Developer for listing.

“Verification” means the checks Briccex or its appointed professionals may conduct. Verification is risk-reduction support only and is not a guarantee, title insurance or substitute for independent legal, survey, valuation, planning, engineering or financial advice.

The Developer appoints Briccex on a non-exclusive basis to receive, review, publish and promote approved Listings and to facilitate introductions, enquiries, inspections, reservations, payments and transaction support.

Briccex may create a developer account, dashboard, referral link, listing profile or other access credentials. The Developer shall protect all credentials and is responsible for activities carried out through its account.

No Listing is automatically approved. Briccex may accept, reject, request amendments to, suspend or remove any Listing at its discretion where reasonably necessary to protect users, comply with law or preserve platform integrity.

Before listing any Property, the Developer shall provide all information reasonably requested by Briccex, including:

• certificate of incorporation or business registration, constitutional documents and current company particulars;
• valid identification and contact details of directors, beneficial owners and authorised representatives;
• tax, licensing, professional, banking and compliance information where applicable;
• evidence of authority to develop, own, market, allocate, sell or lease the Property; and
• any further documents required for KYC, anti-fraud, sanctions, risk or regulatory review.

The Developer authorises Briccex to verify submitted information through public records, government agencies, banks, professional advisers, identity-verification providers and other lawful sources.

For each Property, the Developer shall submit complete, current and legible copies of all applicable documents, including:

• title documents, allocation papers, certificates, rights of occupancy, deeds, assignments or powers of attorney;
• survey plans, coordinates, site plans and approved layouts;
• planning, building, development, environmental and other regulatory approvals;
• evidence of payment of ground rent, land charges, consent fees, development levies, service charges and other statutory or contractual obligations;
• corporate or owner resolutions authorising the sale or listing;
• mortgage releases, consents, discharge documents or creditor approvals where relevant;
• building plans, bills of quantities, specifications, construction schedules and completion certificates for off-plan or newly built property; and
• any litigation, dispute, acquisition, revocation, notice, restriction, defect or risk information.

Briccex may request originals for sighting, certified copies, independent searches, site inspections or additional evidence before or after publication.

The Developer represents, warrants and undertakes on the Effective Date, on each Listing date, throughout every transaction and at completion that:

• all information and documents supplied are true, accurate, complete, current and not misleading;
• the Developer is the lawful owner of the Property or has valid, written and enforceable authority from the owner to market and complete the transaction;
• the Property has not been sold, allocated, pledged, leased or promised to another person except as fully disclosed in writing;
• no document is forged, altered, obtained by fraud or presented outside the scope of the authority granted;
• the boundaries, dimensions, location, photographs, plans, specifications, delivery dates, infrastructure claims and prices are accurate;
• the Developer has obtained and will maintain all approvals, permits, consents and authorisations required for the development, marketing, sale, transfer, lease and use of the Property;
• the Developer has not concealed any fact that a reasonable buyer would consider material; and
• the Developer will not make any representation to a Buyer that conflicts with the approved Listing or transaction documents.

The Developer gives a continuing warranty that it can deliver valid and marketable title or the exact interest expressly described in the transaction documents.

The Developer shall not double-sell, double-allocate, reassign, mortgage, charge, lease, reserve or otherwise dispose of a Property or unit after it has been reserved or sold to a Buyer, except with the Buyer's prior written consent and Briccex's written acknowledgement.

If a competing claim, double allocation or title defect arises, the Developer shall immediately notify Briccex and the affected Buyer, stop further marketing, preserve all records and, at the Buyer's election and subject to law, promptly:

• cure the defect and complete the agreed transfer;
• provide a lawful equivalent replacement acceptable to the Buyer; or
• refund all amounts received, together with any additional amount lawfully due under the transaction documents.

These obligations survive completion, handover, removal of the Listing and termination of this Agreement.

Before publication and throughout the Listing period, the Developer shall disclose in writing every existing, threatened or reasonably foreseeable matter affecting the Property, including:

• mortgages, charges, liens, caveats, pledges or creditor interests;
• unpaid purchase price, ground rent, land use charges, taxes, levies, infrastructure charges, service charges or contractor claims;
• litigation, arbitration, petitions, injunctions, criminal complaints, family disputes, customary claims or community claims;
• acquisition, revocation, demolition, contravention, planning, environmental or enforcement notices;
• access, boundary, survey, easement, right-of-way, drainage, flooding, contamination or infrastructure problems;
• occupiers, tenants, squatters or any inability to provide vacant possession;
• known structural, mechanical, electrical, plumbing, roofing, waterproofing or workmanship defects; and
• any event or circumstance capable of delaying construction, handover, transfer, registration or occupation.

The Developer remains responsible for any pre-existing matter discovered after sale or handover, whether or not the Developer claims it was unknown, where the matter should reasonably have been identified, controlled or disclosed by the Developer.

The Developer shall deal with every Buyer fairly, transparently and in good faith. Without limiting this duty, the Developer shall:

• provide clear, accurate and understandable information about the Property, price, fees, payment plan, completion conditions and refund terms;
• allow reasonable inspection and independent professional due diligence;
• issue proper receipts, invoices, allocation documents and transaction records;
• execute all required sale, transfer, lease, consent and registration documents promptly;
• deliver the exact Property, unit, size, specifications, infrastructure and finishes agreed with the Buyer;
• provide vacant possession where promised;
• not impose undisclosed charges, substitute a unit or vary material terms without the Buyer's written agreement;
• respond promptly to complaints and cooperate with Briccex's dispute-resolution process; and
• refund, replace, repair, compensate or otherwise remedy a breach where required by the transaction documents or applicable law.

The Developer grants Briccex a non-exclusive, royalty-free licence during the Agreement to host, reproduce, edit for formatting, distribute and promote approved Listing content for platform and transaction purposes.

The Developer shall ensure that all photographs, videos, plans, renders, testimonials, logos and descriptions are owned by the Developer or used with valid permission.

Computer-generated images, proposed facilities, projected returns, estimated completion dates and future infrastructure must be clearly identified as projections or illustrations and not presented as guaranteed facts.

Briccex may correct obvious errors, require disclaimers or remove content that is inaccurate, unlawful, misleading, discriminatory, infringing or likely to expose users to risk.

The Developer shall state the full purchase or lease price and separately identify all mandatory charges, including documentation, legal, survey, consent, development, infrastructure, service, agency, tax or registration costs.

The Developer shall not increase the price of a Property after a Buyer has accepted a valid written offer or reservation, except as expressly permitted by the signed transaction documents.

Any price, specification, delivery date or payment-plan change must be submitted to Briccex in writing before being communicated to users or published.

Briccex's listing, marketing, transaction, verification or commission fees shall be stated in a separate commercial schedule or platform fee notice.

Briccex may conduct or commission identity checks, title searches, legal reviews, survey checks, valuation checks, planning enquiries, physical inspections, document authentication or other due diligence.

The Developer shall provide prompt access to the Property, original documents, officers, consultants, contractors and relevant records.

The Developer acknowledges that Briccex may rely on third-party and government records that can be incomplete or delayed. A “verified” badge or status means only that stated checks were completed at a particular time. It does not make Briccex the seller, owner, developer, surveyor, valuer, insurer, engineer or guarantor of title.

Briccex may repeat checks, withdraw verification status or pause a transaction if new information or risk arises.

Where Briccex requires or offers escrow or controlled payment, the Developer shall not request or accept off-platform payment from a Buyer unless Briccex gives prior written approval.

Escrow or controlled funds shall be released only in accordance with the applicable escrow instructions and satisfaction of stated conditions, which may include:

• completion of KYC and compliance checks;
• satisfactory title, document and property verification;
• execution of transaction documents;
• confirmation of allocation or reservation;
• evidence of required approvals and payments;
• achievement of agreed construction milestones;
• delivery, handover, registration or other completion evidence; and
• absence or resolution of a material complaint, injunction, fraud alert or competing claim.

Briccex may direct an escrow provider to pause release while a genuine dispute, compliance issue or verification concern is investigated. Briccex does not hold escrow funds unless expressly stated in a separate regulated arrangement.

For off-plan or incomplete developments, the Developer shall provide a realistic construction programme, milestone schedule, approved specifications and expected completion date.

The Developer shall use Buyer funds only for lawful purposes consistent with the project and applicable transaction documents.

The Developer shall provide periodic progress updates, dated photographs, inspection access and evidence of milestone completion.

The Developer shall notify Briccex and affected Buyers immediately of any expected delay, funding shortfall, approval issue, contractor dispute, material design change or event likely to affect completion.

No material reduction in unit size, quality, facilities, infrastructure or specifications may be made without the Buyer's informed written consent and any required price or remedy adjustment.

At completion, the Developer shall:

• hand over the correct Property in the agreed condition;
• provide keys, access devices, manuals, warranties and inspection records;
• execute and deliver all transfer, assignment, lease, consent and registration documents;
• provide evidence of discharge of outstanding obligations that could pass to the Buyer;
• identify any continuing service-charge or estate-management obligations; and
• cooperate with perfection and registration of the Buyer's interest.

The Developer shall not withhold title or handover documents to compel payment of an undisclosed or disputed fee.

Unless a longer period is stated in the transaction documents or required by law, the Developer shall provide a minimum defects liability period of twelve (12) months from handover for workmanship and installed systems.

The Developer remains responsible for latent, structural, title, safety, fraud and regulatory defects beyond the defects liability period where liability cannot lawfully be excluded or where the issue arose from concealment, negligence, defective work or breach.

The Developer shall acknowledge a defect complaint within three (3) Business Days, inspect within seven (7) Business Days where reasonably possible, and commence an appropriate remedy within a reasonable period based on urgency and complexity.

Emergency safety defects shall receive immediate attention. If the Developer fails to act after notice, Briccex may suspend Listings and may support the Buyer in obtaining an independent assessment, without assuming the Developer's liability.

The Developer shall maintain an effective complaint process and nominate a responsible officer for Buyer issues.

A complaint submitted through Briccex shall be acknowledged within three (3) Business Days. The Parties shall cooperate in good faith to investigate records, inspect the Property and propose a fair resolution.

Available remedies may include correction, repair, replacement, completion, document delivery, price adjustment, refund, compensation or another remedy agreed with the Buyer or required by law.

Briccex may communicate with affected users, preserve evidence, restrict the Developer's account, place a warning on a Listing, suspend payment release or remove a Listing while a serious complaint is reviewed.

The Developer shall indemnify, defend and hold harmless Webxer Innovations, Briccex, their officers, employees, contractors, partners and affected users from losses, claims, liabilities, penalties, costs and reasonable professional fees arising from or connected with:

• defective, disputed or fraudulent title;
• forged, false, altered, incomplete or misleading documents or statements;
• double sale, double allocation or unauthorised disposal;
• undisclosed Encumbrances, charges, litigation, claims or statutory debts;
• planning, building, environmental, development or regulatory non-compliance;
• construction defects, structural failure, injury or property damage attributable to the Developer or its contractors;
• breach of Buyer rights, failure to refund or failure to deliver the agreed Property;
• intellectual-property infringement in Listing content;
• data, confidentiality, fraud, bribery or other legal violations by the Developer; and
• breach of this Agreement or any representation, warranty or undertaking.

This indemnity is continuing and survives completion and termination.

The Developer shall maintain insurance appropriate to its activities and each project, which may include contractors' all-risk insurance, public liability insurance, professional indemnity insurance, employer liability or employee compensation cover, building insurance and any cover required by law or a financier.

The Developer shall provide certificates or evidence of insurance on request and shall notify Briccex of cancellation, lapse or material reduction in cover.

Briccex may immediately suspend or remove a Listing, restrict the Developer's account, pause transaction support or terminate this Agreement where Briccex reasonably suspects:

• fraud, forgery, double sale, misrepresentation or concealment;
• a title dispute, court order, acquisition, revocation or enforcement risk;
• an unsafe development or serious defect;
• unauthorised off-platform payment or circumvention;
• breach of law, platform policy or this Agreement; or
• conduct likely to harm Buyers or the reputation of Briccex.

Briccex may preserve and disclose relevant information to regulators, courts, law-enforcement authorities, professional bodies, financial institutions, insurers or affected users where lawful and reasonably necessary.

Suspension or removal does not release the Developer from obligations or liability relating to existing Buyers or transactions.

Briccex provides a digital marketplace and transaction-support environment. Except where expressly stated in a signed transaction document, Briccex is not the owner, seller, developer, construction contractor, estate surveyor, valuer, legal adviser, insurer, trustee or guarantor of any Property.

Nothing in this Agreement excludes liability that cannot lawfully be excluded. Subject to that limitation, Briccex is not liable for a Developer's title defect, construction default, unauthorised representation, failure to complete, insolvency or breach.

Briccex's aggregate contractual liability to the Developer arising from this Agreement shall not exceed the platform fees actually paid by the Developer to Briccex in the six (6) months preceding the event giving rise to the claim, except for fraud, wilful misconduct or liability that cannot lawfully be limited.

The Developer shall not publish wording suggesting that Briccex guarantees title, completion, returns or the Developer's performance.

The Developer shall not bypass Briccex in relation to a lead, Buyer or opportunity first introduced through the Platform for the purpose of avoiding agreed fees, verification, escrow or transaction records.

All material communications, offers, payments, variations, allocations and completion updates relating to a Platform-generated transaction shall be documented through the Platform or promptly copied to Briccex.

The non-circumvention obligation applies for twelve (12) months after the relevant introduction, unless a different period is stated in the commercial schedule.

Each Party shall protect confidential business, technical, financial, contact and transaction information received from the other Party and use it only for the purposes of this Agreement.

The Developer shall process personal data obtained through Briccex only for the relevant enquiry or transaction, implement appropriate security, restrict access, comply with Briccex's privacy requirements and applicable Nigerian data protection law, and promptly report any data breach.

The Developer shall not sell user data, add users to unrelated marketing lists, or disclose personal data to unauthorised persons.

The Developer shall comply with all applicable laws and shall not offer, request, receive or authorise any bribe, facilitation payment, secret commission or improper benefit.

The Developer shall maintain accurate books and records relating to Listings and transactions and cooperate with lawful compliance enquiries.

The Developer shall immediately report suspected fraud, impersonation, document tampering, money laundering, sanctions risk or misuse of the Platform.

This Agreement begins on the Effective Date and continues until terminated.

Either Party may terminate for convenience by giving thirty (30) days' written notice, provided that termination shall not disrupt or extinguish rights and obligations relating to existing Buyers and transactions.

Briccex may terminate immediately for fraud, serious misrepresentation, title defects, repeated complaints, unsafe property, non-payment of fees, material breach, insolvency or legal/regulatory risk.

On termination, the Developer shall stop using Briccex branding, return or delete confidential information where required, complete or lawfully unwind pending transactions, pay outstanding fees and continue to honour Buyer protection obligations.

The clauses concerning title, ownership, disclosure, outstanding obligations, Buyer protection, defects, refunds, indemnity, confidentiality, data protection, disputes, accrued fees and governing law survive termination and completion.

Removal of a Listing, expiry of a warranty label, completion of payment or transfer of possession does not release the Developer from liability for fraud, concealed defects, defective title, unpaid obligations, regulatory breaches or other matters that arose before completion or resulted from the Developer's acts or omissions.

Formal notices shall be sent by hand, courier or email to the addresses stated below or any replacement address notified in writing.

Briccex notice email: [INSERT LEGAL/COMPLIANCE EMAIL]

Developer notice email: [INSERT EMAIL]

A notice by email is deemed received on the next Business Day after transmission unless a delivery failure is received.

The Parties shall first attempt to resolve any dispute through good-faith negotiation between authorised senior representatives within fourteen (14) days of written notice.

If unresolved, the Parties may agree to mediation in Abuja, Nigeria. If mediation is not agreed or does not resolve the dispute within thirty (30) days, the dispute shall be referred to arbitration by a single arbitrator in Abuja under the Arbitration and Mediation Act 2023, unless the Parties agree otherwise.

Nothing prevents Briccex, the Developer or an affected Buyer from seeking urgent interim relief, reporting fraud or complying with a lawful regulatory or court process.

Buyer rights under applicable consumer-protection law and transaction documents are not limited by this clause.

This Agreement is governed by the laws of the Federal Republic of Nigeria. Property-specific requirements of the state or territory where the Property is located shall also apply.

Entire Agreement. This Agreement, its schedules, platform policies and signed commercial terms form the entire agreement on Developer listing access and supersede prior discussions on that subject.

Priority. If there is a conflict, a property-specific transaction document governs the Buyer transaction, while this Agreement continues to govern the relationship between Briccex and the Developer.

Amendment. Any material amendment must be in writing and accepted by authorised representatives, except that Briccex may update reasonable platform standards on notice to address legal, security or operational requirements.

Assignment. The Developer may not assign or transfer this Agreement without Briccex's prior written consent.

Severability. If a provision is invalid or unenforceable, it shall be adjusted to the minimum extent required and the remaining provisions remain effective.

No Partnership. This Agreement does not create a legal partnership, employment, fiduciary relationship or joint venture unless expressly stated in a separate signed agreement.

Counterparts and Electronic Signature. This Agreement may be signed in counterparts and by electronic signature.

By signing below, each Party confirms that it has read, understood and agreed to this Agreement and that its signatory is authorised to bind it.

☐ All known title, ownership, financial, planning, litigation, construction and possession issues have been disclosed.

☐ Buyer protection, title, defect, refund and indemnity obligations continue after completion and termination.

☐ The Developer will not request unauthorised off-platform payment or bypass Briccex.

☐ The Developer has obtained independent legal advice or had the opportunity to do so.