Membership Agreement.

1.1 This Membership Agreement (the Agreement) sets out the binding terms between Avenor and the person named on a signed copy of this Agreement (the Member).

1.2 The Agreement is governed by the law of the Federal Republic of Nigeria. Disputes arising under it are resolved in accordance with section 12 below.

1.3 The Agreement is supplemented by three other documents that bind Avenor and the Member equally: the Privacy Policy, the Acceptable Use Policy, and the Joining Terms applicable at the Member's date of joining. These documents are incorporated into this Agreement by reference and form part of it.

1.4 This Agreement takes effect on the date the Member countersigns it and Avenor has received the Member's first payment in cleared funds. The date of effect is recorded in the Joining Terms applicable to the Member.

1.5 This Agreement supersedes any prior communication or representation between Avenor and the Member relating to the membership, except for the documents named in clause 1.3 and any specific written variation agreed in accordance with clause 12.4.

1.6 Version: 1.0. Date: [date of issue]. The current version of this Agreement is published on the Avenor website; earlier versions, where they apply to a current Member's term, are available on request.

2.1 Agreement — this Membership Agreement, including the documents incorporated by reference under clause 1.3.

2.2 Allocation — the number of Room-Nights included in the Member's Tier per Term, as set out in the Joining Terms.

2.3 Avenor — Avenor, a private network of homes operating under Nigerian law, including any legal entity owning or operating the network from time to time.

2.4 Booking — a reservation made by a Member through the Avenor booking system for the use of one or more Rooms in one or more Homes for one or more dates.

2.5 Founding Member — one of the first fifty Members to join Avenor, whose joining fee is waived and whose Joining Terms are protected through their Term.

2.6 Home — a residential property in the Avenor network available to Members under this Agreement.

2.7 Joining Terms — the document setting out the fees, Allocation, and tier-specific terms applicable to the Member at the date of joining. The Joining Terms are protected for the duration of the Member's Term in accordance with clause 4.5.

2.8 Member — the natural person named on the signed copy of this Agreement.

2.9 Member Rate — the rate of ₦55,000 per Room-Night charged for use of Rooms beyond the Member's Allocation, applicable across all Tiers and subject to review under clause 4.7.

2.10 Room — a bedroom in a Home, bookable individually or as part of a whole-Home Booking.

2.11 Room-Night — the use of one Room for one night. A Booking of two Rooms for three nights draws six Room-Nights against the Member's Allocation.

2.12 Term — the twelve-month period of the Member's membership beginning on the date this Agreement takes effect and ending on the anniversary of that date, unless renewed or ended in accordance with sections 9 or 10.

2.13 Tier — one of the four membership tiers offered by Avenor: Access, House, Circle, or Black, as further described in section 3.

2.14 Visitor — a person staying with the Member as part of the Member's own Booking, distinct from a Guest. Visitors are not separately permitted by Tier.

2.15 Guest — a person whose stay is sponsored by a Member under the Member's Tier privileges, where the Member is not present. Guest privileges are tier-specific and described in section 5.

3.1 Avenor offers membership through four Tiers: Access, House, Circle, and Black. The Member's Tier is specified in their Joining Terms.

3.2 Each Tier grants the Member specific rights to use Homes in the network, subject to the Allocation, fees, and other terms set out in this Agreement and the Joining Terms.

3.3 Membership is personal. It is held in the name of the Member only. It cannot be transferred, sold, gifted, or otherwise made available for use by any other person to use in the Member's place, except as expressly permitted under this Agreement (in relation to Visitors and Guests).

3.4 The Member may move between Tiers at renewal, in accordance with clause 9.4. Avenor does not pro-rate Tier changes mid-Term.

3.5 Tier descriptions, rights, and obligations are summarised on the Avenor membership page and set out in the Joining Terms. In the event of inconsistency between the membership page and this Agreement, this Agreement prevails.

4.1 The Member pays Avenor the fees set out in the Joining Terms. These comprise the Annual Fee, the Joining Fee (where applicable), and any Booking Charges arising under section 5.

4.2 The Annual Fee is paid in full and in advance of the Term. The fee covers the twelve-month Term and is not refundable in part or in full, except as expressly provided in this Agreement.

4.3 Where the Member's Tier offers a payment-split arrangement, the terms of that split are set out in the Joining Terms. The Black Tier does not offer a payment-split arrangement; the Annual Fee is paid in a single payment.

4.4 The Joining Fee, where applicable, is paid once at the time of joining and is not refundable. The Joining Fee is waived for Founding Members.

4.5 The fees and Allocation set out in the Joining Terms are protected for the Member's Term. Avenor may revise its published fees and Allocations at any time; such revisions take effect for new Members joining after the revision date, and for existing Members only at renewal in accordance with clause 9.

4.6 All fees are quoted and payable in Nigerian Naira (₦). Payment is made by the methods Avenor makes available from time to time. The Member is responsible for any bank charges, transfer fees, or foreign-exchange costs incurred in making payment.

4.7 The Member Rate (₦55,000 per Room-Night beyond Allocation, as at the date of this Agreement) is the rate charged across all Tiers for use of Rooms beyond the Member's Allocation. Avenor reviews this rate annually and may revise it; for existing Members, any revision takes effect at the Member's next renewal, in accordance with clause 9.

4.8 Booking Charges arising from use of Rooms beyond Allocation are invoiced monthly and payable within fourteen days of the invoice date. Persistent late payment may give rise to suspension under section 10.

5.1 The Member's Allocation is the number of Room-Nights included in their Tier for the Term, as set out in the Joining Terms. The Allocation is not pro-rated for partial Terms, except in the case of Access (which operates on an active-period basis described in clause 5.10 below).

5.2 A Booking draws Room-Nights against the Member's Allocation at the rate of one Room-Night per Room per night. A Booking of two Rooms for three nights draws six Room-Nights.

5.3 The Member may use Rooms beyond their Allocation. Such use is charged at the Member Rate (clause 4.7) for each additional Room-Night. The same Member Rate applies across all Tiers.

5.4 Visitors. A Visitor is a person staying with the Member as part of the Member's own Booking. A Visitor does not require separate sponsorship and is permitted across all Tiers, subject to the capacity of the Home. The Member remains responsible for any Visitor staying with them.

5.5 Guests. A Guest is a person whose stay is sponsored by the Member, where the Member is not present. Guest sponsorship is a tier-specific privilege:

5.6 Black Tier soft caps. The Black Tier Allocation and Black Tier Guest stays are soft-capped, meaning the limits stated in the Joining Terms operate as guides rather than gates. Specifically:

5.7 Flagship collection. The Avenor network comprises two collections of Homes: the standard collection and the flagship collection. Flagship-collection Homes are identified as such in the booking system.

5.8 Personal use. The Member uses the Homes for personal purposes. Commercial use of a Home — including but not limited to filming, photography for commercial sale, paid events, or sublet — is not permitted without Avenor's prior written consent.

5.9 Household. The Member's household — spouse or partner, children, and parents living with the Member — may stay alongside the Member on the Member's Bookings. They are not Visitors or Guests in the formal sense. They do not draw Room-Nights separately; they draw against the same Rooms the Member has booked.

5.10 Access Tier — active periods. The Access Tier operates on a different basis from the other Tiers. The Access Annual Fee opens an active period of twelve months. During the active period, the Member may book Rooms at the Member Rate; there is no included Allocation, and Room-Nights are paid for as used. A new active period requires a new Annual Fee. The rates applicable during an Access Member's active period are fixed for that period; subsequent active periods open at the rates then current.

6.1 Booking. The Member makes Bookings through the Avenor booking system. Availability is shown in real time across the network. The rates are consistent year-round; there are no peak surcharges or scheduled blackout periods.

6.2 Multi-period Bookings. The Member may plan multiple stays — across different Homes, dates, and Room counts — as a single Booking. Dates between planned stays remain available to other Members; multi-period Bookings do not reserve Homes outside the specified periods.

6.3 Modification. The Member may modify a Booking — including extending the stay, changing Rooms, switching Homes, or adjusting dates — through the booking system, subject to availability. Modifications take effect against the same Allocation.

6.4 Non-transferability. A Booking is held in the name of the Member who made it. It cannot be transferred to another Member. Visitors and Guests on a Booking do not become the holder of the Booking.

6.5 Cancellation — outside 48 hours. A Member may cancel a Booking at no charge up to 48 hours before the start of the stay. The Room-Nights are returned to the Member's Allocation and may be used for other Bookings within the Term.

6.6 Cancellation — within 48 hours. A Member may cancel a Booking within 48 hours of the start of the stay; in this case, the Room-Nights are deducted from the Member's Allocation as if the stay had taken place, and any applicable Booking Charges remain payable. The within-48-hour rule applies regardless of the reason for cancellation, except in the case of force majeure events under clause 11.5.

6.7 No-show. Where a Member fails to arrive for a Booking without cancellation, the Booking is treated as a within-48-hours cancellation for the purposes of clauses 6.5 and 6.6.

6.8 Booking errors. Where a Booking has been made in error (wrong dates, wrong Home, wrong Room count), the Member may contact Avenor to seek correction. Avenor will resolve such matters in good faith and is not bound to enforce the strict letter of clauses 6.5 and 6.6 where the error is genuine and the Booking has not yet been used.

7.1 The Member agrees to the Acceptable Use Policy, which forms part of this Agreement under clause 1.3 and is published on the Avenor website.

7.2 The Acceptable Use Policy sets out, in plain English, what is expected of Members in the Homes and in the network — including treatment of the property, treatment of staff and contractors, treatment of other Members and their Visitors, the limits on commercial use, the treatment of personal items left in Homes, the rules around children and pets, and the framework for the resolution of conduct concerns.

7.3 A material breach of the Acceptable Use Policy may give rise to suspension or termination of membership under section 10. Minor or first-time breaches are normally addressed by conversation between the Member and Avenor before any formal step.

8.1 The Homes. Avenor undertakes to maintain each Home in the network to the standard of care set out in the published descriptions of the network. This includes:

8.2 Provisioning baseline. The provisioning baseline for the standard collection comprises: clean linens, working call-line and Wi-Fi, basic toiletries, working kitchen with non-perishable staples (coffee, tea, oil, salt), and the everyday provisions that make the Home usable on arrival. The flagship-collection provisioning baseline is higher, as described in the Joining Terms.

8.3 The booking system. Avenor undertakes to operate a booking system that shows real-time availability of Homes, processes Bookings reliably, and accurately reflects each Member's Allocation and balance.

8.4 Response to operational issues. Avenor undertakes to maintain a phone line and email address reachable by Members for operational issues during a stay. Response within reasonable hours; faster for genuinely urgent matters. The current contact details are published on the Avenor website and in the Member's onboarding materials.

8.5 Alternative Home in case of uninhabitability. Where a Home becomes genuinely uninhabitable during a Member's stay — including extended loss of power not restored within reasonable time, structural failure, or any condition rendering the Home unsafe — Avenor will move the Member to another Home in the network at no additional cost. The decision is Avenor's responsibility and is made in consultation with the Member; the Member is not required to negotiate alternative accommodation themselves.

8.6 Member information. Avenor handles the Member's personal information in accordance with the Privacy Policy and the Nigeria Data Protection Act 2023.

8.7 Treatment of the Member. Avenor undertakes to treat the Member with discretion and respect. Avenor will not disclose the Member's identity, residence, or use of the network to third parties except as set out in the Privacy Policy or as required by law. Avenor will not market third-party products or services to the Member without the Member's express consent.

8.8 Communication. Avenor communicates with the Member by email and, for time-sensitive operational matters, by phone. The Member is responsible for ensuring Avenor has current contact details and reads communications from Avenor in a reasonable time.

9.1 The Term. The Member's membership runs for a Term of twelve months, beginning on the date this Agreement takes effect (clause 1.4) and ending on the day before the anniversary of that date.

9.2 Renewal touchpoint. Approximately fourteen days before the end of the Term, Avenor sends the Member a renewal note. The note is a quiet check-in, not an auto-renewal. It confirms the Member's Term-to-date, the renewal terms (including any change to fees applicable from the new Term), and asks the Member to confirm whether they wish to renew.

9.3 Renewing. Where the Member confirms renewal, a new Term begins on the day following the end of the current Term, at the renewal terms set out in the note. The renewal terms become the Member's updated Joining Terms for the new Term, and clause 4.5 (price protection through the Term) applies to the renewed Term.

9.4 Tier change at renewal. A Member who wishes to change Tier may do so at renewal. The renewal note may include alternative renewal terms for the Member's existing Tier and any Tier the Member has indicated interest in moving to. The Member's selection at renewal sets the Tier for the new Term.

9.5 Non-renewal. Where the Member declines to renew, the membership ends at the end of the current Term. The Member retains access through the end of the Term and incurs no further obligation thereafter. No refund is due for the unused portion of the Term, if any.

9.6 Failure to respond to renewal. Where the Member does not respond to the renewal note within seven days of the end of the Term, the membership ends at the end of the Term in accordance with clause 9.5. Avenor will make at least one further attempt to reach the Member before the Term ends.

9.7 Rejoining. A former Member who wishes to rejoin Avenor reapplies in the ordinary application process. Avenor reviews the new application as it would any other, with the benefit of Avenor's record of the former relationship. The fees applicable to a rejoining Member are those current at the date of rejoining; no continuity of prior Joining Terms is implied.

9.8 Mid-Term ending — by the Member. A Member who decides during their Term that they no longer wish to be a Member may stop using the network and decline renewal at the end of the Term. The Member is not entitled to a refund of the Annual Fee already paid; the Term was bought as a whole.

9.9 Mid-Term ending — material change in circumstances. Where a Member's circumstances change in a way that genuinely warrants conversation (a long illness, an unexpected international relocation, or something equivalently material), the Member may write to Avenor at hello@avenor.club. Avenor does not have a formal policy in these cases; they are handled by conversation, not by rule. Any resolution reached under this clause is recorded in writing and varies the Agreement only to the extent expressly stated.

10.1 This section sets out the circumstances under which Avenor may suspend a Member's access to the network, or terminate the Member's membership. It is the most consequential power Avenor reserves under this Agreement; Avenor exercises it sparingly and with care.

10.2 Material breach. Avenor may suspend or terminate the membership where the Member commits a material breach of this Agreement, the Acceptable Use Policy, or the Joining Terms. Material breach means a breach that significantly affects Avenor's ability to operate the network, the safety or quiet enjoyment of other Members, or the integrity of the membership relationship.

10.3 Non-exhaustive examples of material breach. The following are examples of conduct that may amount to material breach. The list is illustrative; it does not limit Avenor's discretion under clause 10.2:

10.4 Conversation first. Except in cases of conduct under clause 10.3(b) (violence or threatening conduct) or where Avenor reasonably believes there is an immediate risk to the safety of staff or other Members, Avenor will raise concerns with the Member in conversation before any formal step under this section. Many concerns are resolved at this stage.

10.5 Suspension. Where a Member is in material breach and the matter cannot be resolved in conversation, Avenor may suspend the Member's access to the network. Suspension means the Member may not make new Bookings, sponsor Guests, or use the Homes. Avenor will notify the Member in writing of the suspension, the reasons, and the conditions (if any) on which the suspension may be lifted. Where a Member is suspended, the Annual Fee is not refunded for the period of suspension; the suspension is a consequence of the Member's conduct, not a service interruption by Avenor.

10.6 Termination. Where a material breach is sufficiently serious, or where suspension has not led to resolution, Avenor may terminate the membership. Termination ends the Member's rights under this Agreement, including the right to use Homes, sponsor Guests, and make Bookings. Avenor will notify the Member in writing of the termination and the reasons.

10.7 Refund on termination by Avenor. Where Avenor terminates the membership, Avenor may at its discretion refund a portion of the Annual Fee proportionate to the unexpired part of the Term. Where the termination is for conduct under clause 10.3(b) (violence or threatening conduct) or where the Member has committed serious or repeated material breaches, no refund is due. The decision on refund is Avenor's and is made in good faith.

10.8 Effect of termination. Termination does not relieve the Member of obligations accrued before termination, including unpaid Booking Charges or other amounts due. The provisions of this Agreement that are intended to survive termination (including sections 11 (liability), 12 (dispute resolution), and the Privacy Policy as it applies to data already collected) continue to apply.

10.9 Member's right to end the relationship. A Member who is dissatisfied with Avenor's performance under this Agreement may end the membership at the end of the current Term in accordance with clause 9.5. Where the Member contends that Avenor is in material breach of this Agreement, the Member may raise the matter under the dispute-resolution process in section 12.

11.1 What Avenor is responsible for. Avenor is responsible for the matters set out in section 8 (Avenor's obligations), and for any loss or damage caused by Avenor's negligence, wilful misconduct, or breach of this Agreement, subject to the limits in this section.

11.2 What the Member is responsible for. The Member is responsible for:

11.3 Personal belongings. Avenor does not provide insurance on Member, Visitor, or Guest personal belongings during a stay. The Member is responsible for insuring their own belongings and those of their Visitors and Guests against loss, theft, or damage as they would in their own home. Avenor does maintain reasonable security measures in the Homes (clause 8.1(c)) but does not assume liability for personal belongings beyond gross negligence on Avenor's part.

11.4 Damage to the Home. Where damage to a Home or its contents is caused by the Member, their Visitors, or their Guests beyond ordinary use, the Member is liable to Avenor for the reasonable cost of repair, replacement, or restoration. Avenor will provide the Member with a written assessment of the damage and the cost; the Member may dispute the assessment under the dispute-resolution process in section 12.

11.5 Force majeure. Neither party is liable for failure to perform an obligation under this Agreement where the failure arises from a force majeure event — meaning an event outside the reasonable control of the party invoking it, including but not limited to natural disasters, acts of war or terrorism, civil disorder, government action, prolonged failure of essential infrastructure (such as a sustained national grid outage), epidemic or pandemic, or any equivalent event. Where a force majeure event affects a Member's ability to use a Booking, Avenor will resolve the matter in good faith, including rebooking, refunding affected Booking Charges, or restoring Room-Nights to Allocation as appropriate.

11.6 Indirect or consequential loss. Neither party is liable to the other for indirect or consequential loss arising from this Agreement, including loss of profits, loss of business opportunity, loss of goodwill, or loss arising from the unavailability of a particular Home. This clause does not limit liability for death, personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11.7 Cap on Avenor's liability. Subject to clause 11.6, Avenor's total aggregate liability to the Member under this Agreement in any Term is limited to the Annual Fee paid by the Member for that Term. This cap does not apply to liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded under Nigerian law.

11.8 Third-party providers. Avenor engages third-party providers for services in the Homes, including cleaning, provisioning, maintenance, security, and where applicable house management. Avenor selects these providers with reasonable care and remains responsible for the standard of the services they deliver. Avenor is not separately liable for the personal conduct of an individual provider's employee or contractor outside the scope of their work, except where Avenor was negligent in the selection or supervision of the provider.

11.9 Insurance. Avenor maintains insurance appropriate to the operation of the network, including public liability cover for the Homes. The terms of this insurance are confidential between Avenor and its insurers; the Member is not a named beneficiary of Avenor's insurance.

12.1 Conversation first. Where a dispute arises between Avenor and a Member under this Agreement, both parties undertake to seek resolution through conversation in good faith before invoking any formal process. The Member writes to hello@avenor.club setting out the matter; Avenor responds within fourteen days. Most disputes are resolved at this stage.

12.2 Mediation. Where the matter is not resolved through conversation within thirty days of first being raised, either party may propose mediation. Mediation is non-binding and is conducted by a mediator agreed by both parties, or in the absence of agreement, appointed by the Lagos Multi-Door Courthouse or an equivalent mediation body. The costs of mediation are shared equally between the parties unless the mediator recommends otherwise.

12.3 Arbitration or courts. Where mediation does not resolve the matter, or where either party declines to mediate, the dispute may be referred to arbitration in Lagos under the Arbitration and Mediation Act 2023 of the Federal Republic of Nigeria, or to the courts of Lagos State, as the parties agree. In the absence of agreement, the courts of Lagos State have non-exclusive jurisdiction. The Member may, in any case, bring a claim in any court of competent jurisdiction available to them under Nigerian consumer-protection law.

12.4 Variations to this Agreement. This Agreement may be varied only in writing, signed by both Avenor and the Member, or by Avenor issuing a new version of the Agreement in accordance with clause 12.5. An oral statement or informal exchange does not vary the Agreement.

12.5 New versions of the Agreement. Avenor may issue new versions of this Agreement from time to time. A new version takes effect for new Members joining after the version date. For existing Members, the version in force at the date of joining (or at the start of the most recent renewal) continues to apply for the duration of the relevant Term. At the next renewal, the Member is offered the current version; the Member's confirmation of renewal is treated as acceptance of the current version for the new Term. Avenor maintains an archive of prior versions and provides them to a Member on request.

12.6 Severance. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, the remaining provisions continue in full force. Where possible, the unenforceable provision is replaced by an enforceable provision that achieves the same intent.

12.7 Notices. Notices under this Agreement are given by email to the address each party has provided for the purpose. For Avenor, the address is hello@avenor.club or any successor address published on the Avenor website. For the Member, the address is the one provided at the time of joining, as updated by the Member from time to time.

12.8 Governing law. This Agreement is governed by the laws of the Federal Republic of Nigeria.

12.9 No third-party rights. This Agreement is between Avenor and the Member. No third party — including a Visitor, Guest, or any other person — has rights under this Agreement.

12.10 Entire agreement. This Agreement, together with the documents incorporated by reference under clause 1.3 (the Privacy Policy, the Acceptable Use Policy, and the Joining Terms), constitutes the entire agreement between Avenor and the Member relating to the membership. It supersedes any prior representation or agreement on the same subject matter, except as expressly preserved.