The Company is regulated by the Real Estate Regulatory Agency under Bylaw No. 85 of 2006 and the RERA Code of Ethics, and is answerable to the regulator — up to suspension, blacklisting or cancellation of its registration — for deception, fraud or non-observance of the Code by anyone acting on an introduction it accepts. Anything the Partner or Partner Personnel say to a buyer can create legal and regulatory exposure for the Company and its licence. The restrictions in this Agreement exist for that reason, and the Partner accepts them on that basis.

The Company appoints the Partner, non-exclusively, to introduce prospective buyers of Dubai real estate. That is the whole of the role. Neither the Partner nor any Personnel may act for, represent or bind the Company, negotiate, vary or close any transaction, issue any quotation or reservation, or perform any activity in the UAE requiring a licence. All brokerage is performed by the Company's RERA-licensed team. The Company may decline any Referral, buyer or transaction at its sole discretion, without liability or fee.

An individual Partner signs personally and is personally liable. An entity Partner warrants that it is duly incorporated, validly existing and in good standing, and that its signatory is authorised to bind it, and that it is responsible for the acts and omissions of all Partner Personnel as if they were its own, ensuring each complies with this Agreement. The Partner is an independent contractor — not the Company's employee, agent, partner, office or establishment in India or anywhere — and may not assign this Agreement or pass the referral role to anyone outside its own Personnel without the Company's written consent. The Company may assign it to an affiliate. Each party bears its own costs and taxes.

The Partner registers each buyer before the buyer has any contact with the Company, using the Company's buyer registration form, sent to the focal person in Schedule 1. The Company confirms acceptance or rejection in writing within one (1) business day; only written acceptance creates a Registered Referral, credited to the Partner. No fee arises for a buyer already in the Company's records, registered earlier by another partner, or not registered before contact — the Company's records are conclusive. A Registered Referral lapses after six (6) months unless renewed or a transaction is in progress, and lapses earlier, with no fee, if the buyer cannot be reached on the details provided for three (3) consecutive months.

Neither the Partner nor any Personnel shall ever request, collect, receive, hold, transmit or direct any money on behalf of any buyer, in any currency, by any method, however described — deposit, token, booking, reservation, advance, processing, registration or service fee — and whether in the Partner's name, the Company's or any other. All buyer payments go directly to the developer or as the Company directs in writing. Breach is a material breach and triggers clause 11.

The Company does not promise, guarantee or forecast any return, yield, rental income, resale value, appreciation, completion date, residency or visa outcome — and neither shall the Partner or any Personnel. Everything told to a buyer must be accurate, current and non-misleading, consistent with the RERA Code of Ethics, and limited to what the Company has supplied in writing, unaltered. The Partner shall not state or imply that it is UAE-licensed or the Company's representative, list or post any Dubai property, price, project or unit, or the Company's name, ORN or logo, on any channel without the Company's prior written approval — Dubai property advertising requires a Trakheesi permit held by the Company.

For each Registered Referral that completes, the Company pays a fee by applying the Schedule 2 slab to the Net Commission, at the rate recorded in a Deal Confirmation signed before the deal proceeds. No Deal Confirmation, no fee. "Net Commission" means the commission actually received by the Company from the developer in cleared and available funds for the unit, excluding VAT (collected for the tax authority and never split) and after portal or lead fees, bank charges and deal-attributable third-party costs. "Completion" means both (a) registration of the unit with the Dubai Land Department (Oqood or title), and (b) the Company's actual receipt of the developer commission in cleared and available funds. The fee is earned only on Completion.

The Company pays within ten (10) business days of Completion, against the Partner's invoice, by bank transfer in USD or AED to the account in Schedule 1, which must be in the Partner's own name. The Partner is solely responsible for its own taxes and regulatory formalities; the Company may withhold any amount required by law and may set off sums the Partner owes. If a deal is cancelled, rescinded or unwound, the buyer defaults, or the developer commission is reversed or reduced, the corresponding fee (or proportionate part) is not payable and, if paid, is repayable on demand or may be set off.

The Company may contact any Registered Referral directly at any time to confirm what the buyer was told, by whom and on what basis, and the Partner consents. On written request the Partner shall promptly provide complete, unaltered copies of all communications with a buyer concerning the Company or any Dubai property; failure to do so is a material breach. If the Partner learns that a buyer holds any expectation as to return, resale, price, completion or residency that the Company has not confirmed in writing, the Partner shall notify the Company immediately and shall not affirm or repeat it.

The Partner shall comply with all applicable law, including anti-money-laundering, anti-bribery and sanctions requirements, and shall promptly supply what the Company needs for KYC and source-of-funds checks — for an entity, including its licensing documents and ultimate beneficial owners. The Partner obtains each buyer's consent before referring them and processes buyer data only for the Referral. Neither the Partner nor any Personnel shall advise any buyer on Indian exchange-control or remittance matters (including LRS and FEMA); the buyer's remittance is the buyer's own responsibility with the buyer's advisers.

If the Partner or any Personnel takes buyer money, misrepresents the Company, a developer, a unit, a price or a fee, advertises without approval, holds out as licensed or as the Company's representative, or acts fraudulently or dishonestly, the Company may terminate immediately and: (a) all fees on all deals, paid or unpaid, are forfeited and any amount already paid is repayable on demand; (b) the Partner shall indemnify the Company on demand against all losses, claims, fines, penalties, regulatory action and legal costs arising; and (c) the Company may notify affected buyers, developers and any regulator, and the Partner consents to that disclosure. This is without prejudice to any other remedy.

Once the Company has engaged a Registered Referral on identified units or projects, the Partner shall not divert that transaction to another broker or intermediary to exclude the Company. Each party keeps the other's confidential information — pricing, allocations, buyer details, terms — confidential and uses it only for this Agreement. This clause survives termination.

The Company's total liability under this Agreement is limited to the fee due on the deal concerned. The Company is not liable for indirect or consequential loss, loss of profit or opportunity, or for the acts, delays, insolvency or decisions of any developer or buyer, project delay or cancellation, or market movement. Nothing limits liability that cannot be lawfully limited.

Either party may terminate on thirty (30) days' written notice; the Company may terminate immediately for breach or conduct creating regulatory or reputational risk. Except on termination under clause 11, fees remain payable for Registered Referrals made before termination that reach Completion. Clauses 5, 8, 9, 10, 11, 12, 13 and 16 survive.

Notices may be given by email or WhatsApp to the Schedule 1 details and are valid when sent, and the Partner agrees that legal process may validly be served by the same channels. This Agreement may be signed in counterparts and by electronic or scanned signature, which the parties agree is binding. Neither party is liable for delay caused by events beyond reasonable control, except that nothing excuses payment of amounts due. This Agreement, its Schedules and each Deal Confirmation are the entire agreement; amendments must be written and signed by both; if any provision is unenforceable, the rest stands.

This Agreement is governed by the laws of the UAE as applied in the Emirate of Dubai and the courts of Dubai have exclusive jurisdiction. The Partner acknowledges that a Dubai court judgment may be recognised and executed against the Partner's assets in India, the UAE being a notified reciprocating territory under section 44A of the Indian Code of Civil Procedure.