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Legal
The Brokerage Engagement Letter governing buyer representation by Oliva DB Properties CO. L.L.C. S.O.C. (RERA BRN 1573501) on a specific Dubai off-plan transaction. Contracted with the UAE entity only; the Delaware SaaS entity is not a party.
Table of Contents
This page reproduces the standard form of the Brokerage Engagement Letter that Oliva DB Properties CO. L.L.C. S.O.C. signs with each Client at the start of a specific Dubai off-plan transaction. The actual executed letter is signed offline (or via a digital-signature provider) and includes a transaction-specific Engagement Schedule. Contact hello@joinoliva.com for the executable version.
1.1 This Brokerage Engagement Letter (the "Engagement") is entered into between:
1.2 The Brokerage is wholly owned by Javier Sanz Alvarez. This Engagement is separate from any subscription the Client may hold with Oliva Real Estate Technology LLC (Delaware, EIN 32-0830351), the SaaS entity, also wholly owned by Javier Sanz Alvarez. Any Pro or Concierge subscription held by the Client is governed by the Subscription Agreement and is not part of this Engagement.
2.1 The Brokerage is engaged by the Client to represent the Client in the prospective purchase of an off-plan property in Dubai, on the terms set out in this letter.
2.2 The specific property or shortlist of properties under consideration, the Client's stated budget and investment criteria, the developer counterparty, and the start date of representation are recorded in the engagement schedule signed alongside this letter (the "Engagement Schedule").
2.3 The Engagement covers off-plan property only. Resale property representation, if any, is provided under a separate engagement.
3.1 The Brokerage will:
3.2 The Brokerage acts as the Client's representative in dealings with the developer. Where the Brokerage has a separate representation arrangement with the developer (for example, through a marketing or sub-agency arrangement), this is disclosed in Section 6.
4.1 This Engagement does not include and the Brokerage does not provide:
4.2 The Brokerage strongly recommends that the Client obtains independent legal advice before signing any binding document, and independent tax advice before structuring the purchase.
5.1 The Client pays no commission to the Brokerage on this off-plan engagement. For off-plan transactions in Dubai, the Brokerage's commission is paid by the developer, not by the buyer.
5.2 The developer-paid commission is typically between one percent (1%) and two percent (2%) of the purchase price, payable to the Brokerage on completion of the transaction (defined for off-plan as the issuance of an Oqood registration in the Client's name, or such later milestone as the developer's commission agreement specifies).
5.3 The Client is responsible only for government and third-party fees that arise on any off-plan transaction in Dubai. The Brokerage will provide an indicative summary of those fees before the Client commits, and confirm the actual figures specific to the transaction at the appropriate stage. Indicative fees include:
5.4 The Concierge subscription the Client holds with Oliva Real Estate Technology LLC, if any, is separate from and unrelated to the developer-paid commission under this Engagement. Subscription fees are not credited against any commission. Commission, where earned, flows from the developer to the Brokerage and is not netted against subscription revenue. There is no fee credit or set-off mechanism between the SaaS subscription and the brokerage commission.
5.5 If the transaction does not complete, no commission is payable, in accordance with RERA Bylaw 85 Article 30. The Client is not liable for any commission to the Brokerage in any circumstance, since the commission is developer-paid.
5.6 Where applicable, all amounts in this Engagement are stated exclusive of UAE VAT (currently 5%). VAT is added to commissions paid by the developer and to any third-party fees as required by UAE VAT law.
6.1 The Brokerage routinely represents buyers across many developers in Dubai. The Brokerage may have ongoing commercial relationships, marketing agreements, or pre-marketing arrangements with multiple developers, including the developer of the property the Client ultimately purchases.
6.2 The Brokerage earns commission only from the developer of the property the Client elects to purchase. This means the Brokerage's commission is contingent on the Client transacting on an off-plan property; the Brokerage does not earn commission if the Client elects not to transact.
6.3 To mitigate the conflict described in Section 6.2, the Brokerage:
6.4 If the Brokerage receives any other form of compensation in connection with the transaction (including marketing-support payments from the developer, referral fees from a mortgage broker or conveyancer, or incentives from any third party), this is disclosed to the Client in writing before the Client commits.
6.5 Mortgage referrals. Where the Brokerage refers the Client to a licensed mortgage broker, the Brokerage may receive a referral fee from the broker (typically 0.25% to 0.5% of the loan amount). This fee is paid by the broker, not by the Client, and does not affect the interest rate or loan terms the Client receives.
6.6 Common ownership disclosure. Both the Brokerage and Oliva Real Estate Technology LLC are wholly owned by Javier Sanz Alvarez. The Client is on notice that this is a related-party arrangement, transparently disclosed.
7.1 The Brokerage is licensed by the Real Estate Regulatory Agency under Brokerage Registration Number 1573501 and is governed by RERA Bylaw 85 of 2006 and subsequent regulations.
7.2 The Brokerage holds Trade Licence Number 1573501 issued by the Department of Economic Development of Dubai, with licensed activities of Real Estate Buying and Selling Brokerage.
7.3 The Brokerage subscribes to the RERA Code of Practice and the UAE Real Estate Brokers Code of Ethics.
7.4 Complaints. The Client may raise a complaint about the Brokerage's services with:
7.5 The Client is encouraged to use the Brokerage's internal complaints process before escalating to RERA, but is not required to do so.
8.1 The Off-Plan Risk Disclosure is incorporated into this Engagement by reference. The Client confirms that the Client has read it before signing this Engagement.
8.2 The Client acknowledges that off-plan property carries developer-delivery risk, construction-quality risk, payment-plan default risk, market-correction risk, currency risk (for non-AED-denominated buyers), liquidity risk, and service-charge risk, among other risks set out in the Off-Plan Risk Disclosure.
8.3 The Client confirms that the Client has had the opportunity to seek independent advice before signing this Engagement.
9.1 The Client agrees to:
9.2 The Brokerage will never request that the Client transfer property funds to a Brokerage bank account. Any communication purporting to do so is fraudulent and the Client should report it to hello@joinoliva.com immediately.
10.1 The Brokerage is a Designated Non-Financial Business and Profession under UAE Federal Decree-Law No. 20 of 2018. The Brokerage is required to perform Customer Due Diligence and ongoing monitoring on all clients.
10.2 Source of funds. The Client agrees to provide source-of-funds documentation in accordance with UAE AML regulations and the Brokerage's internal AML policy. Acceptable evidence includes (but is not limited to) bank statements, salary certificates, sale-of-business documentation, inheritance documentation, and similar documentary evidence.
10.3 The Brokerage may delay, refuse, or terminate the Engagement where, in its reasonable view, AML/CFT or sanctions concerns arise, in accordance with applicable law and without obligation to give reasons where doing so would compromise compliance.
10.4 The Brokerage may file Suspicious Activity Reports with the UAE Financial Intelligence Unit through goAML. The Client acknowledges that under UAE law the Brokerage is prohibited from informing the Client that any such report has been filed.
11.1 This Engagement begins on the date set out in the Engagement Schedule and continues until the earliest of:
11.2 Either Party may terminate immediately for fraud or AML/CFT concerns.
11.3 Termination does not affect any commission earned by the Brokerage on a transaction that has reached the point at which commission is payable under the developer's commission agreement.
11.4 Post-termination commission tail. Where this engagement terminates by expiry, withdrawal, or any other reason, Oliva remains entitled to commission for a period of 90 calendar days following termination, but only in respect of: (a) specific properties, developers, or sellers Oliva introduced to the Client by name during the term, and (b) where Oliva's introduction was the effective cause of the transaction. The Client retains full freedom to transact on properties Oliva did not introduce, or where Oliva's introduction was not the effective cause of the transaction, without any commission obligation to Oliva. This tail is forfeit if RERA, the Dubai Courts, or DIAC finds Oliva to have breached its duties under RERA Bylaw No. 85 of 2006 or the RERA Code of Ethics in connection with the engagement.
12.1 The Brokerage will treat the Client's identity, financial information, and transaction details as confidential and will not disclose them except (a) to the developer and the Client's appointed legal advisor as needed to perform this Engagement; (b) to government and regulatory authorities as required by law; or (c) with the Client's consent.
12.2 The Client will treat any non-public commercial information shared by the Brokerage (including pricing, payment-plan terms, and developer commission arrangements) as confidential.
13.1 Carve-outs. Nothing in this Section excludes or limits the Brokerage's liability for: fraud or fraudulent misrepresentation; gross negligence or willful misconduct; breach of confidentiality; breach of data-protection obligations; intellectual-property infringement; death or personal injury caused by the Brokerage's negligence; or any liability that cannot be excluded under UAE law (including non-waivable obligations under RERA Bylaw 85).
13.2 Subject to Section 13.1, the Brokerage's total aggregate liability under this Engagement shall not exceed AED 50,000 or, where higher, the amount of commission actually received by the Brokerage on the transaction.
13.3 Subject to Section 13.1, the Brokerage shall not be liable for:
13.4 Regulator carve-outs. For the avoidance of doubt, the limitations and caps in this Section do not, and cannot, limit: (a) the powers of the Real Estate Regulatory Agency (RERA), the Dubai Land Department (DLD), the Federal Tax Authority (FTA), or any other competent UAE regulator to investigate, sanction, fine, suspend, or revoke Oliva's brokerage licence; (b) the Client's right at any time to complain to RERA, the DLD, or any other competent UAE authority through the channels they prescribe; or (c) Oliva's obligation to pay any administrative fine, regulatory penalty, or order of restitution imposed directly on Oliva by a UAE regulator. The Client's contractual remedies under this engagement are without prejudice to all such regulatory rights and avenues.
14.1 This Engagement is governed by the laws of the United Arab Emirates as applied in the Emirate of Dubai.
14.2 Informal resolution. The Parties shall first attempt to resolve any dispute through good-faith negotiation for at least thirty (30) days, including (where applicable) recourse to the Brokerage's complaints process described in Section 7.4.
14.3 Arbitration. Unresolved disputes shall be finally resolved by binding arbitration administered by the Dubai International Arbitration Centre (DIAC) under its Rules in effect from time to time, by a sole arbitrator, in English, with the seat in Dubai. The decision is final and binding.
14.4 RERA dispute mechanisms. The Parties' agreement to arbitrate does not limit the Client's right to invoke RERA's dispute-resolution mechanisms (including the Permanent Real Estate Brokerage Committee and the Real Estate Violation System) where those mechanisms apply.
14.5 Limitation period. Any claim must be commenced within two (2) years from the date the cause of action arose, except where a longer period is required by applicable law.
14.6 Regulatory carve-out. The choice of forum in this Section is without prejudice to the regulatory powers of RERA, the DLD, or any other competent UAE authority, and to any mandatory conciliation, mediation, or complaint procedures the UAE may from time to time prescribe for real estate disputes. The Client shall not be required to commence DIAC arbitration before exercising any right to complain to RERA or to a competent UAE court of compulsory jurisdiction.
15.1 Entire agreement. This Engagement (together with the Engagement Schedule) and the documents incorporated by reference (Off-Plan Risk Disclosure) constitute the entire agreement between the Parties on the subject matter.
15.2 Severability. If any provision is found unenforceable, it shall be modified to the minimum extent necessary, or severed.
15.3 Assignment. Neither Party may assign without the other's prior written consent. The Brokerage may assign to an affiliate.
15.4 Force majeure. Neither Party is liable for failure to perform caused by events beyond its reasonable control.
15.5 Notices. Notices to the Brokerage are sent to hello@joinoliva.com (with copy to hello@joinoliva.com). Notices to the Client are sent to the email on file.
15.6 Language. This Engagement is provided in English. If an Arabic translation is prepared, the Arabic version controls in proceedings before UAE courts; the English version controls in DIAC arbitration.
15.7 No partnership. This Engagement does not create any partnership, joint venture, or employment relationship between the Parties. The Brokerage is an independent agent.
15.8 Independent advice. The Client confirms that the Client has had the opportunity to seek independent legal advice before signing.
Oliva Brokerage: Oliva DB Properties CO. L.L.C. S.O.C., RERA BRN 1573501, Ontario Tower, C1801, Business Bay, Dubai, United Arab Emirates. TRN 105237083800001. Wholly owned by Javier Sanz Alvarez.
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