Terms of engagement

Last updated: 15 November 2026.

1. About these terms

1.1 These Terms of Engagement constitute the agreement between you, whether an individual or an organisation commissioning a verification service (referred to as the “Client”, “you” or “your”), and Syllola Infra Tech Ltd, RC 9911117, a company incorporated in Nigeria, trading as “Syllola”, “we”, “us” or “our”.

1.2 These Terms apply to every verification or completion-layer service commissioned by a Client and shall be read together with the quotation issued by Syllola and accepted by the Client.

1.3 Where a provision in an accepted quotation conflicts with these Terms, the quotation shall prevail only in respect of the specific matters it expressly addresses, including the scope of work, fees, delivery timelines and any agreed additional requirements. These Terms shall govern all other aspects of the engagement.

1.4 A Client accepts these Terms by expressly accepting a quotation or otherwise confirming an engagement through a method approved by Syllola. The Client is encouraged to read these Terms carefully, particularly the provisions concerning the scope and limitations of the verification service.

2. Nature and scope of Syllola’s services

2.1 Syllola provides property verification, due-diligence and related information services. In carrying out an engagement, Syllola:

1. undertakes property verification and due-diligence checks within the scope agreed with the Client;
2. does not act as an estate agent or property broker representing the buyer, seller or developer;
3. does not negotiate the purchase price or other terms of a property transaction, nor does it conclude property transactions on behalf of any party;
4. does not receive, hold, control or disburse property purchase funds on behalf of a buyer, seller, developer or other party;
5. does not receive a commission from a seller, developer or estate agent merely because a property sale is completed;
6. does not provide a legal opinion on the validity or enforceability of a property's title unless such opinion is separately commissioned and provided by a qualified legal practitioner;
7. may coordinate or facilitate valuation services through appropriately registered Estate Surveyors and Valuers; and
8. prepares verification records and reports based on the searches, inspections, documents and other information reasonably available to it within the agreed scope of the engagement.

2.2 Syllola does not operate as a bank, money lender, deposit-taking institution, payment service provider or escrow agent. Syllola does not receive or hold property purchase funds, customer deposits or funds intended for onward transfer to another person.

2.3 Unless separately authorised under applicable law and expressly agreed in writing, Syllola shall not issue instructions directing any bank, payment provider, escrow agent or other person holding funds to release, transfer, withhold or otherwise deal with such funds.

2.4 A verification record is intended to communicate the checks undertaken, the information obtained, the findings recorded, and any information that could not be obtained or verified.

2.5 A verification record is not, by itself:

1. a legal opinion or certificate guaranteeing the validity of a property's title;
2. a guarantee that a property is free from every defect, encumbrance, dispute or competing interest;
3. a recommendation that a Client should purchase, sell, finance or make payment for a property; or
4. a guarantee that information contained in public or third-party records is complete, accurate or up to date.

2.6 The Client remains responsible for making independent decisions concerning the purchase, financing or payment for a property and is encouraged to obtain independent legal, financial, valuation and other professional advice where appropriate.

3. Fees, commissions and commercial interests

3.1 Fixed verification fee

The fee payable for each verification engagement shall be stated in the quotation issued to the Client and accepted before work commences.

The verification fee shall not depend on whether:

1. the verification produces favourable or unfavourable findings;
2. the Client proceeds with the purchase of the property;
3. the Client obtains financing; or
4. the property transaction is eventually completed.

3.2 Other commercial income

The Client acknowledges that Syllola may have separate commercial arrangements with third-party institutions or service providers in connection with services that the Client may independently choose to obtain.

Such arrangements may include:

1. a referral or origination fee payable by a partner financial institution where a Client independently elects to obtain mortgage financing through that institution and the financing is approved and disbursed; and
2. commercial margins, supply fees or monitoring fees arising where a Client separately purchases or subscribes to solar equipment, installation or monitoring services provided or arranged by Syllola.

3.3 Any such commercial income shall be separate from the verification fee payable by the Client. The existence and material nature of any relevant financial interest shall be disclosed to the Client before the relevant service is commissioned.

3.4 The existence of a referral fee, supply margin or other commercial interest shall not determine, alter or influence the factual findings recorded in a verification report. Syllola shall maintain appropriate operational safeguards to ensure that verification findings are prepared objectively.

3.5 Where the applicable Verified Property Record (VPR) format requires disclosure of a downstream commercial interest, Syllola shall make the relevant declaration in the field designated for that purpose, including the field identified as issuer_downstream_interest, where applicable.

3.6 Syllola shall not receive a commission from an escrow provider merely for recommending that provider, unless such arrangement is separately disclosed to the Client before the relevant engagement.

3.7 Syllola shall not accept a payment or other benefit from a seller, developer or agent in exchange for altering, suppressing or influencing the findings of a verification report.

3.8 Mortgage referral arrangements and other regulated activities shall be undertaken only to the extent permitted by applicable law and subject to any registration, licensing, authorisation or compliance requirements that may apply.

4. Quotations and scope of work

4.1 Before a verification engagement commences, the Client shall provide the information reasonably required by Syllola, including:

1. the property's address, geographical coordinates or map location;
2. the type or category of property;
3. the nature of the verification checks requested; and
4. any relevant documents or information available to the Client.

4.2 Syllola shall issue a quotation setting out:

1. the checks included in the engagement (the "Declared Scope");
2. any core verification check the Client has elected not to undertake;
3. the fee for each check and the total engagement fee;
4. the applicable currency;
5. the estimated delivery date; and
6. any additional conditions or requirements relevant to the engagement.

4.3 A quotation shall remain valid for fourteen (14) days from the date of issue, unless a different validity period is expressly stated in the quotation.

4.4 Core verification checks

Where the service is described as a full property verification, the standard core checks shall include:

1. a title search;
2. an encumbrance search; and
3. a physical inspection.

4.5 A Client may elect not to undertake one or more of the core checks, provided that the exclusion is clearly identified in the quotation and acknowledged by the Client.

4.6 Where a core check is excluded at the Client’s request, the verification record shall identify the omitted check and display the applicable SCOPE_REDUCED flag or equivalent designation under the VPR standard. Such omission shall not be concealed or removed merely at the request of the Client.

4.7 Seller and developer representations

Before verification work commences, Syllola may document material information supplied by the Client concerning representations made by the seller or developer, including:

1. the identity or stated identity of the seller or developer;
2. the stated purchase price; and
3. the stated stage of construction, where applicable.

Where reasonably practicable, the source of each representation shall also be recorded.

4.8 Information recorded under this section shall be preserved as part of the engagement record. Any correction or subsequent clarification shall be documented in a manner that preserves the original information and the history of the correction.

5. Payment

5.1 Unless otherwise stated in the quotation, the Client shall pay the full engagement fee upon accepting the quotation.

5.2 Fieldwork and other verification activities shall not commence until payment has been confirmed by Syllola.

5.3 All applicable taxes, including Value Added Tax (VAT), shall be treated in accordance with applicable Nigerian tax laws. The quotation shall indicate whether the stated fee includes or excludes applicable taxes.

5.4 Charges imposed by the Client’s bank, card issuer or other payment provider shall be borne by the Client, provided that such charges are disclosed where reasonably ascertainable.

5.5 Syllola shall identify the approved payment methods and payment service provider through which payments may be made before accepting payment from a Client.

5.6 Payments made under this Agreement are payments for Syllola’s services only. They shall not constitute payment of any portion of a property’s purchase price, deposit, consideration or other funds payable to a seller, developer or third party.

5.7 Syllola shall not receive or hold money intended for onward payment to a seller, developer, escrow agent or any other third party.

6. How verification services are carried out

6.1 Appointment of practitioners

Syllola shall assign verification activities to practitioners or service providers with appropriate qualifications, experience and competence for the relevant assignment.

6.2 Where an activity requires a legally recognised professional qualification or registration, Syllola shall, within the scope of its responsibility, engage an appropriately qualified and registered professional.

6.3 Where applicable, the verification record shall identify the practitioner responsible for the relevant activity and state their professional registration details.

6.4 Field inspection and evidence

Where a physical inspection is included in the Declared Scope, the inspection may involve the collection of dated photographs, geographical location information and other relevant evidence.

6.5 Where the VPR standard requires a unique visit code or other identification marker, such marker shall be captured as part of the inspection evidence.

6.6 Evidence may be secured using cryptographic hashes or other integrity-verification mechanisms to enable subsequent detection of unauthorised alteration.

6.7 Quality assurance

Syllola shall operate a quality-review process for verification records before issuance. Where an error, omission or inconsistency is identified, Syllola may require clarification, correction or further work before issuing the final record.

6.8 Where a previously issued record requires correction, the correction shall be made in accordance with the applicable provisions of these Terms and the VPR standard.

6.9 Access and cooperation

The Client shall provide accurate information and reasonably cooperate with Syllola in facilitating the verification exercise, including arranging access to the property where such access is within the Client’s control.

6.10 The Client shall inform Syllola of any material information known to the Client that may affect the verification exercise.

6.11 Syllola may require access to public registries, government offices, private premises, property occupiers or other third-party sources. The availability of such access and the cooperation of those parties are not entirely within Syllola’s control.

6.12 Where a registry, office, property occupier or other relevant third party refuses access, fails to respond or does not provide the required information, Syllola shall record the limitation in the verification report, using the appropriate status, including REFUSED, UNAVAILABLE or an equivalent designation under the VPR standard.

6.13 A check shall not be represented as successfully verified merely because an attempt was made to obtain the relevant information. The report shall distinguish between a completed search, an unsuccessful attempt and information that remains unavailable.

6.14 The Client may receive progress updates through the platform or other communication channels made available by Syllola.

7. Verification records and reports

7.1 Verification records shall be prepared in accordance with the applicable version of the Verified Property Record (VPR) standard, where the relevant service is covered by that standard.

7.2 The VPR standard may be published or made available independently for inspection and validation by third parties.

7.3 Time-specific findings

A verification record reflects the position disclosed by the checks undertaken on the dates stated in that record.

7.4 A verification record does not guarantee that the position recorded will remain unchanged after the relevant verification date. A property may subsequently be transferred, charged, encumbered, disputed or otherwise affected by events occurring after the verification.

7.5 Accuracy and limitations of source information

Verification findings depend on the information, documents, searches, inspections and third-party responses reasonably available to Syllola and the appointed practitioners within the agreed scope.

7.6 Public registries and official records may be incomplete, inaccurate, delayed or unavailable. Syllola shall not be deemed to have independently verified information that an official or third-party source does not contain or make available.

7.7 Where a relevant source is unavailable or its information cannot be confirmed, the verification record shall identify that limitation to the extent reasonably practicable.

7.8 Flags and status indicators

Where the VPR standard provides for automated or rule-based flags, such flags shall be generated in accordance with the applicable rules and findings recorded.

7.9 No Client, seller, developer or other interested party shall be entitled to require Syllola to suppress, alter or downgrade a flag in order to produce a more favourable verification outcome.

7.10 No legal verdict or purchase recommendation

A verification record is not a substitute for an independent legal opinion on title, a professional valuation, a structural assessment or other specialist advice.

7.11 Unless separately commissioned and expressly agreed in writing, Syllola shall not provide a legal opinion determining the validity of title or advising the Client whether to purchase a property.

7.12 Valuation services

Where a valuation is included in the engagement, it shall be undertaken by an appropriately qualified and registered Estate Surveyor and Valuer.

7.13 The valuation opinion shall be attributable to the professional who undertakes it. Syllola’s role in coordinating the valuation shall not be represented as an independent valuation opinion by Syllola.

7.14 The engagement quotation or report shall identify the valuation professional where applicable and state the scope and basis of the valuation, to the extent supplied by that professional.

7.15 Corrections and revised records

Where Syllola identifies a material error in an issued verification record, it may issue a corrected or revised record.

7.16 A revised record shall, where technically practicable, identify the earlier record and indicate the nature of the correction. The original record shall not be silently altered or represented as though it never existed.

8. Completion-layer verification services

Completion-layer checks are additional services that may be commissioned by a Client in connection with a proposed property transaction or an existing property transaction.

8.1 Payee verification

Where requested and included in the quotation, Syllola may verify whether an account name supplied by the Client corresponds with the name returned by an authorised account-verification provider.

8.2 Such verification shall be undertaken using an authorised provider or other lawful verification mechanism.

8.3 The verification shall be limited to comparing the information returned by the authorised provider with the payee details supplied for verification.

8.4 Syllola shall not represent that a successful name match establishes ownership of the property, the authority of the account holder to receive payment or the legitimacy of the underlying property transaction.

8.5 Where the VPR standard permits, the verification record may contain a masked reference, token or other code rather than the full bank account number. The treatment of account information shall be consistent with applicable data protection and security requirements.

8.6 A mismatch or inability to verify the account name shall be recorded in the verification report. Syllola shall not issue an instruction directing the Client to make or withhold payment.

8.7 Pre-payment title and encumbrance update

Where included in the quotation, Syllola may conduct a further title and encumbrance search shortly before the anticipated payment or completion date.

8.8 The updated search shall be linked to the earlier verification record so that material changes identified between the two verification dates can be shown.

8.9 The updated search is limited to the information made available by the relevant registry or source at the time of the additional check.

8.10 Stage verification

For properties under construction, Syllola may conduct a stage verification to document the apparent stage of construction or development reached at the time of inspection.

8.11 The stage record may contain dated photographs, inspection findings and other relevant evidence.

8.12 A Client may provide a stage record to a licensed escrow agent or other authorised stakeholder as supporting evidence under a separate agreement.

8.13 A stage record shall not constitute an instruction, authorisation or recommendation by Syllola to release, withhold or transfer funds. Any decision concerning the release or retention of funds shall be governed by the relevant agreement and the responsibilities of the licensed escrow agent or other authorised fund holder.

8.14 Post-completion verification

Where included in the quotation, Syllola may conduct a post-completion search to ascertain whether the relevant registry or official record reflects the Client as the registered holder of the property.

8.15 Where the registry does not reflect the Client as the registered holder at the time of the search, the report shall state that fact and identify any relevant limitation or information obtained.

8.16 Syllola does not guarantee that a registry will complete registration within a particular period or that a post-completion search will necessarily reflect the transaction immediately after completion.

9. Sharing and reliance on verification records

9.1 Subject to applicable law and any confidentiality obligations relating to third-party information, the Client may share the verification record with the Client’s lawyer, family members, lender, escrow agent, prospective purchaser or other persons with a legitimate interest in the property.

9.2 Where the VPR standard provides a public validation mechanism, a person in possession of the verification record may use the relevant validator to check its integrity and authenticity.

9.3 Syllola’s contractual obligations under this Agreement are owed to the Client who commissioned the relevant engagement.

9.4 A third party who receives or reviews a verification record shall not, merely by receiving or reviewing it, become a party to this Agreement or acquire a contractual right to rely on it against Syllola.

9.5 Where a lender, financial institution or other third party requires formal reliance on a verification record, such reliance shall be subject to a separate written agreement or reliance letter issued by Syllola, where agreed.

9.6 Any reliance arrangement shall identify the permitted recipient, the purpose of reliance, the relevant verification record and any applicable limitations.

10. Cancellation, termination and refunds

10.1 Cancellation by the Client

A Client may request cancellation of an engagement by giving written notice to Syllola through the contact details provided in these Terms or through another approved communication channel.

10.2 Where cancellation is requested before any search, inspection, fieldwork or other substantive verification activity has commenced, Syllola shall refund the full engagement fee, less any payment processing charge that was expressly disclosed and lawfully deductible.

10.3 Where cancellation occurs after work has commenced, Syllola may deduct the reasonable and proportionate fee attributable to work already performed and non-recoverable expenses reasonably incurred for the engagement, provided that such deductions are properly explained to the Client.

10.4 Any amount relating to a check or service that has not commenced shall be refunded to the Client, subject to any lawful and properly disclosed deductions.

10.5 Where only part of an engagement has been completed, Syllola shall provide the Client with the findings or records for the completed checks, where reasonably practicable.

10.6 Delays and unsuccessful checks

Where a check cannot be completed because a registry, government office, property occupier or other third party refuses access or fails to provide information, Syllola shall notify the Client and record the limitation in the report.

10.7 The mere unavailability of information from a third-party source shall not automatically entitle the Client to a full refund where Syllola has substantially performed the agreed work in attempting to obtain that information.

10.8 However, where Syllola is unable to undertake a material part of the agreed service for reasons within its control, the Client shall be entitled to an appropriate refund or other remedy proportionate to the service not performed.

10.9 Cancellation by Syllola

Syllola may suspend or terminate an engagement where:

1. the service cannot lawfully be undertaken;
2. the Client provides materially false, misleading or incomplete information;
3. the Client refuses to provide information or cooperation reasonably necessary for the engagement;
4. the Client requests Syllola to undertake an unlawful act or to alter or suppress verification findings; or
5. circumstances arise that make the engagement unsafe or impracticable.

10.10 Where Syllola terminates an engagement for reasons not attributable to the Client, Syllola shall refund the portion of the fee attributable to services not performed, subject to any lawful deductions for work already completed.

10.11 Consumer cancellation rights

Where a Client is entitled to a statutory cancellation or withdrawal right under applicable consumer protection legislation, nothing in this Agreement shall operate to remove or restrict that right.

10.12 Where the applicable law permits a service to commence during a statutory cancellation period, Syllola shall obtain any required express request or acknowledgement from the Client before commencing the service.

10.13 The specific cancellation rights applicable to a Client shall be determined by the law governing the relevant transaction and the circumstances in which the contract was concluded.

11. Client responsibilities

11.1 The Client warrants that the information and documents supplied to Syllola are, to the best of the Client’s knowledge, accurate, authentic and complete.

11.2 The Client confirms that the Client has the necessary authority to commission the verification checks and provide the documents or information submitted to Syllola.

11.3 The Client shall not knowingly submit forged, altered, misleading or unlawfully obtained documents or information.

11.4 The Client shall reasonably cooperate with Syllola and provide clarification or additional information where necessary for the proper performance of the engagement.

11.5 The Client shall not:

1. alter, falsify or misrepresent a verification record;
2. use a verification record to suggest that Syllola endorses a property, seller, developer or transaction;
3. present a verification record as a legal opinion, valuation certificate or guarantee of title where it is not one; or
4. use Syllola's name, logo or verification materials in a misleading or unauthorised manner.

12. Syllola’s responsibilities and liability

12.1 Standard of service

Syllola shall exercise reasonable skill, care and diligence in coordinating and providing the verification services agreed with the Client.

12.2 Syllola shall use reasonable efforts to ensure that practitioners engaged for the relevant verification activities possess the qualifications, experience and professional registrations required for their respective assignments.

12.3 Syllola shall maintain reasonable quality-control procedures for the preparation and issuance of verification records.

12.4 Limitations arising from third-party information

Syllola shall not be responsible for the inherent inaccuracy, incompleteness or unavailability of information held by a registry or other independent third-party source, provided that Syllola has exercised the agreed level of care in obtaining, recording and reporting the information.

12.5 Syllola shall not be responsible for changes in the status of a property occurring after the date of the relevant verification, provided that the report clearly identifies the applicable verification date and scope.

12.6 Syllola shall not be responsible for the independent acts or omissions of sellers, developers, estate agents, banks, escrow agents or other third parties outside its control, except to the extent that liability arises from Syllola's own breach of this Agreement or applicable law.

12.7 Professional practitioners

Where Syllola engages a professional practitioner to undertake a specialised service, the professional shall remain responsible for the professional opinion or work product personally undertaken by that practitioner.

12.8 Nothing in this Agreement shall exclude or reduce any duty of care or legal responsibility that Syllola may owe to the Client in relation to its own selection, instruction, coordination, supervision or review of an appointed practitioner, where such responsibility arises under applicable law or the circumstances of the engagement.

12.9 Liability and statutory rights

Syllola shall be responsible for loss or damage arising from its breach of this Agreement, negligence, misrepresentation or other conduct to the extent that liability is established under applicable law.

12.10 Any proposed limitation or exclusion of liability shall apply only to the extent permitted by applicable law and shall not exclude or restrict liability that cannot lawfully be excluded or restricted.

12.11 Nothing in these Terms shall be interpreted as excluding or limiting:

1. liability for fraud or fraudulent misrepresentation;
2. liability for death or personal injury where caused by negligence;
3. liability for negligence, defective performance or other matters that applicable consumer protection law prohibits a business from excluding or limiting;
4. any statutory consumer rights or remedies; or
5. any other liability that cannot lawfully be excluded or restricted.

12.12 In particular, nothing in these Terms shall operate to deprive a consumer of rights or remedies available under the Federal Competition and Consumer Protection Act 2018 or any other applicable legislation.

12.13 Any liability cap proposed for commercial or business-to-business engagements shall be expressly negotiated and stated in the relevant quotation or separate written agreement, and shall be subject to applicable law.

13. Complaints and customer support

13.1 A Client who is dissatisfied with any aspect of the service may submit a written complaint to Syllola through [email protected], using the subject heading “Complaint”.

13.2 Syllola shall acknowledge receipt of a complaint within two (2) working days and shall endeavour to provide a substantive response within fifteen (15) working days.

13.3 Where a complaint cannot reasonably be resolved within that period, Syllola shall notify the Client of the reason for the delay and provide an estimated date for its response.

13.4 Where a complaint concerns a matter within the jurisdiction of a regulatory authority, the Client may refer the matter to the relevant authority, including the Federal Competition and Consumer Protection Commission or the Nigeria Data Protection Commission, as applicable.

13.5 Nothing in this section prevents a Client from exercising any statutory right to seek redress through a court or other competent forum.

14. Personal data

14.1 Syllola shall process personal data obtained in connection with an engagement in accordance with its separate Privacy Notice and applicable data protection legislation, including the Nigeria Data Protection Act 2023.

14.2 The Client acknowledges that the performance of certain verification services may require the processing of personal data relating to property owners, sellers, practitioners, representatives or other relevant individuals.

14.3 Syllola shall use authorised providers and appropriate lawful processes where personal data is required for account-name verification or other completion-layer checks.

14.4 Nothing in this Agreement shall be interpreted as authorising Syllola to obtain restricted banking information or personal data from a source that is not legally authorised to disclose it.

15. Governing law and dispute resolution

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

15.2 Where a dispute arises in connection with an engagement, the parties shall first endeavour to resolve the dispute amicably through written communication and good-faith discussions.

15.3 Where the dispute remains unresolved within thirty (30) days after written notice of the dispute, the parties may mutually agree to refer the matter to mediation.

15.4 Where mediation is unsuccessful, a dispute arising from a commercial or business-to-business engagement may be referred to arbitration under the Arbitration and Mediation Act 2023, subject to the terms of a valid written arbitration agreement.

15.5 Unless otherwise agreed in writing, any arbitration shall:

1. be conducted by a sole arbitrator;
2. have its seat in Lagos State, Nigeria;
3. be conducted in English; and
4. be governed by the Arbitration and Mediation Act 2023.

15.6 In the case of a consumer engagement, nothing in this Agreement shall prevent the Client from exercising any statutory right to approach a court or regulatory authority with competent jurisdiction. Any arbitration provision applicable to a consumer shall operate only to the extent permitted by applicable law.

16. General provisions

16.1 Amendments

Syllola may update these Terms from time to time. Any revised version shall apply to engagements entered into after the effective date of the revised Terms, unless otherwise agreed in writing.

16.2 An existing engagement shall remain governed by the version of these Terms accepted by the Client at the time the relevant quotation was accepted, except where a lawful amendment is subsequently agreed by the parties.

16.3 Severability

If any provision of these Terms is held to be unlawful, invalid or unenforceable, the remaining provisions shall continue in effect to the extent that they can operate independently.

16.4 Waiver

A failure or delay by either party to exercise a right under this Agreement shall not constitute a waiver of that right.

16.5 Assignment

Neither party shall assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party, except where otherwise permitted by applicable law or expressly agreed in writing.

16.6 Notices

Notices under this Agreement may be delivered by email to the addresses provided by the parties for the relevant engagement or through another communication channel expressly approved by both parties.

16.7 Entire agreement

These Terms, together with the accepted quotation and any expressly incorporated supplementary agreement, constitute the agreement between the parties in respect of the relevant engagement and supersede previous discussions or representations relating to that engagement, except for any representation or obligation that cannot lawfully be excluded.

16.8 Independent relationship

Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship or general agency relationship between Syllola and the Client.

17. Company contact details

Syllola Infra Tech Ltd

RC No.: 9911117

Email: [email protected]

Website: www.syllola.io

Telephone: +234 704 447 3665