JRE Partner Agent Agreement

Version 2. The date on which this version takes effect is shown in the JRE Partner Portal alongside this text.

Important: please read this agreement carefully. It sets out the terms on which you may introduce clients to JRE, use the JRE Partner Portal and earn commission. It contains limits on JRE's liability, an indemnity from you, restrictions that continue after the agreement ends, and an agreement to resolve disputes by arbitration.

JRE may amend, update or replace this agreement at any time. The version in force is always the one published in the Portal. Clause 30 explains how changes are made and take effect. If you do not agree to a new version, you must stop using the Portal and stop submitting introductions, and you may end this agreement.

How JRE works. JRE is a family business, and it works at the client's pace. A client is never hurried towards a decision and is never offered a property simply because it is available. Each engagement opens with time spent understanding the client: how quickly they want to move, how they live and what they want the property to achieve for them. JRE's business depends on relationships that are honest from the first contact and that clients can rely on for years. JRE asks every Partner to work the same way, and this agreement holds Partners to that standard (see clause 12).

1. Parties

1.1 This agreement is between JRE (Joshi Real Estate), Emirates Towers, Sheikh Zayed Road, Dubai, United Arab Emirates ("JRE", "we", "us") and the individual or legal entity that registers as a partner agent on the Portal and accepts this agreement ("Partner", "you").

1.2 Where JRE carries on any part of its business through a licensed legal entity, that entity is the contracting party for the relevant activity. The legal name, licence details and registered address of the contracting JRE entity are available from JRE on request.

1.3 If you register on behalf of a company, brokerage or other organisation, you confirm that you are authorised to bind it. The organisation and you personally are each responsible for compliance with this agreement by the organisation and by every person who acts under your account.

2. Definitions

2.1 In this agreement the following words have these meanings:

• Applicable Law: every law, regulation, decree, circular, rule, code and binding guidance that applies to a party or to an activity under this agreement, in the United Arab Emirates and in any other country where the Partner operates, as amended or replaced from time to time.
• Attribution: the recording of a Client against the Partner in JRE's systems under clause 6.
• Client: a person or organisation interested in buying, selling, leasing or investing in real estate, or in any other service JRE offers, whom the Partner introduces to JRE.
• Client Money: any deposit, booking amount, reservation fee, purchase price, rent, service charge, commission or other sum payable by or to a Client, a developer, a seller or a landlord in connection with a Transaction.
• Commission Plan: the commission percentage or percentages that apply to the Partner, as shown in the Portal, whether set by a general plan or by an individual rate agreed with the Partner.
• Confidential Information: all non-public information about JRE, its Clients, developers, stock, pricing, commercial terms, commission rates, distress and off-market opportunities, systems, methods and business, in any form, together with the terms of this agreement.
• Deal: a Transaction registered in the Portal under clause 7.
• Gross Commission: the commission, fee or other remuneration that JRE actually receives in cleared funds from a developer, seller, landlord or other paying party in respect of a Transaction, excluding VAT and any other tax, and net of any refund, rebate, discount, incentive or deduction required or agreed by JRE with the paying party or the Client.
• Lead: a record of a Client in the Portal or in JRE's CRM, however created.
• Partner Commission: the share of Gross Commission payable to the Partner under clause 8.
• Payout Policy: the rules for clearance periods, minimum withdrawal amounts, request cutoffs, payment dates and bank details published in the Portal from time to time.
• Portal: the JRE Partner Portal, its mobile or web applications, the referral links and QR codes it issues, and every tool, content and service made available through it.
• Portal Content: all content made available in or through the Portal, including project data, brochures, market insights, the advisory journal, academy courses, distress and off-market listings, developer information, templates and marketing materials.
• Referral Link: the personal link, code or QR code issued to the Partner through the Portal.
• Transaction: a sale, purchase, lease, reservation, off-plan booking, resale, investment or other engagement on which JRE earns Gross Commission.

2.2 Headings are for convenience only. "Including" means including without limitation. The singular includes the plural. A reference to a law includes that law as amended or replaced. A reference to writing includes email and notices given through the Portal.

3. Appointment and nature of the relationship

3.1 JRE appoints the Partner on a non-exclusive basis to introduce Clients to JRE, in the United Arab Emirates and worldwide, on the terms of this agreement. JRE may appoint any number of other partners, agents and introducers anywhere, and may deal directly with any person.

3.2 The Partner is an independent contractor. Nothing in this agreement creates an employment, agency, commercial agency, distributorship, franchise, partnership or joint venture relationship. This agreement is not a commercial agency within the meaning of UAE Federal Law No. 3 of 2022 Regulating Commercial Agencies or any other commercial agency law, and it will not be registered as one.

3.3 The Partner has no authority to, and must not, bind JRE, sign any document on JRE's behalf, accept any offer, make any promise or commitment for JRE, collect any money for JRE, or hold themselves out as an employee, officer, director, agent or legal representative of JRE.

3.4 The Partner is responsible for their own business, staff, premises, equipment, expenses, insurance, visas, licences and taxes. JRE does not reimburse any cost or expense unless it has agreed to do so in writing in advance.

3.5 JRE may accept or decline any introduction, Client, Deal or registration at its discretion, including for compliance, conflict, reputational or commercial reasons, and need not give reasons.

4. Eligibility, registration and licensing

4.1 To register, the Partner must have reached the age of legal majority in the United Arab Emirates and in the country where they live (or, if a legal entity, be validly incorporated and in good standing), must have full legal capacity, and must not be a person with whom JRE is prohibited from dealing under Applicable Law or its internal policies.

4.2 All information the Partner gives at registration, in the Portal and in any document is true, complete, not misleading and kept up to date. The Partner will update the Portal promptly, and in any event before the next withdrawal request, whenever any detail changes.

4.3 JRE's approval of a registration is at its discretion and may be withdrawn under clause 24.

4.4 Referral only. Unless JRE agrees otherwise in writing, the Partner's role is limited to introducing Clients. JRE handles the Transaction and all regulated work. The Partner must not show property, negotiate price or terms, prepare or sign offers, reservation forms, sales and purchase agreements, tenancy contracts or other documents, or carry out any other activity that requires a real estate brokerage licence, unless the Partner holds that licence.

4.5 Licensing. Where the Partner carries on, or wishes to carry on, real estate brokerage or any other licensed activity in any jurisdiction (including in the Emirate of Dubai, where brokerage is regulated by the Dubai Land Department and the Real Estate Regulatory Agency (RERA), and in any other emirate or country), the Partner must hold and maintain every licence, broker card, registration and permit that Applicable Law requires, must provide copies and registration numbers to JRE on request, and must tell JRE immediately if any of them is suspended, expires, is revoked or is made subject to conditions. JRE may pay Partner Commission to a licensed brokerage rather than to an individual where Applicable Law or JRE's policy requires it.

4.6 Where Applicable Law in the Partner's own country restricts the receipt of referral fees or requires a licence, registration or disclosure to receive them, the Partner is solely responsible for complying with it and confirms that receiving Partner Commission is lawful for them.

5. Know your partner, verification and compliance checks

5.1 The Partner will provide, promptly and in the form JRE asks, identity documents, proof of address, company documents, licences, tax registration details, bank details, beneficial ownership information and any other information JRE reasonably requires to meet its legal, regulatory and internal compliance obligations ("KYC").

5.2 JRE may carry out, and repeat at any time, identity verification, sanctions, politically exposed person and adverse media screening, and other checks on the Partner, its owners, directors and staff, using third-party service providers where appropriate.

5.3 JRE may withhold approval, Deal verification, Partner Commission and withdrawals until KYC is complete and satisfactory, and while any check is outstanding or under review.

5.4 Bank accounts nominated for payment must be held in the name of the Partner (or, where JRE approves, of the Partner's licensed brokerage). JRE will not pay to third-party accounts.

6. Introductions, attribution and protection

6.1 Referral Links. JRE issues the Partner a personal Referral Link. When a visitor first arrives on a JRE website through a Partner's Referral Link, the visitor's browser is marked for that Partner for ninety (90) days. Attribution is first-touch: the first partner or advisor link a visitor uses is the one recorded, and a later link does not replace it while that marker lives. Enquiries submitted by that visitor during that period are recorded against the Partner.

6.2 Direct registration. The Partner may also register a Client directly in the Portal, and JRE may assign Leads to the Partner. A Lead registered by the Partner must be a genuine Client with whom the Partner has a real, current relationship and who has agreed to be introduced to and contacted by JRE.

6.3 When attribution is refused. JRE is not obliged to attribute, and may remove the Attribution of, a Client who:

• (a) was already known to JRE, or already in contact with JRE or one of its advisors, before the Partner's introduction;
• (b) was introduced earlier by another partner, advisor, source or campaign;
• (c) reached JRE through JRE's own marketing, website, listings or events without a valid use of the Partner's Referral Link;
• (d) was registered with incomplete, inaccurate or fabricated details, or without the Client's consent; or
• (e) was introduced in breach of this agreement or Applicable Law.

6.4 Follow-up and release. A Lead assigned to or registered by the Partner must be actively and professionally followed up. If the Partner does not record meaningful follow-up within the period set in the lead policy shown in the Portal, JRE may release the Lead back to its pool, remove the Partner from it and work it directly or through another person, and the Partner loses any claim on that Lead from the time of release.

6.5 Conflicts between partners. Where two or more partners, or a partner and a JRE advisor, claim the same Client or Transaction, JRE will decide the matter fairly and in good faith, having regard to the first valid Attribution, the timing and quality of each introduction, which party was the effective cause of the Transaction, the Client's own account, and the records in JRE's systems. JRE may award the Partner Commission to one party, or divide it between them in the proportions it considers fair. JRE's decision is final and binding on the Partner, and the Partner will not approach the Client, the developer or the other party to contest it.

6.6 Records. JRE's systems, including its CRM, the Portal, website analytics and Referral Link records, are the reference for Attribution and are conclusive in the absence of manifest error. Attribution establishes only a right to be considered for Partner Commission under clause 8. It does not by itself entitle the Partner to any payment.

6.7 Cookies and technical limits. Referral tracking depends on browser technology that clients may block, clear or disable. JRE is not responsible for Attribution lost for technical reasons outside its reasonable control, but will consider evidence the Partner provides promptly.

7. Deals

7.1 The Partner must register each Transaction in the Portal promptly, and in any event before the sales and purchase agreement, tenancy contract or equivalent is signed, with complete and accurate details, including the Client, developer or seller, project, unit, price, booking date and any supporting documents JRE asks for.

7.2 JRE verifies each Deal against the developer's, seller's or landlord's records and its own. A Deal is eligible for Partner Commission only once JRE has verified it. JRE may reject or cancel a Deal that cannot be verified, that was registered late, inaccurately or in bad faith, or that conflicts with another claim.

7.3 The Portal shows each Deal's status. The status stages, and the moment at which commission entries move between pending, clearing, payable, requested and paid, are those shown in the Portal from time to time.

7.4 The Partner will cooperate with JRE, the Client and the paying party to complete the Transaction, but only within the limits of clause 4.4.

8. Partner Commission

8.1 Entitlement. Where a Client properly attributed to the Partner completes a verified Deal, JRE will pay the Partner a share of the Gross Commission at the percentage in the Partner's Commission Plan shown in the Portal at the time the Deal is registered.

8.2 Only on money received. Partner Commission is earned only when, and to the extent that, JRE actually receives Gross Commission in cleared funds. If the paying party pays in stages, the Partner's share becomes due proportionately as each stage clears. JRE has no liability to pay Partner Commission on any amount it does not receive, for any reason, including developer default, insolvency, delay, dispute, set-off, currency controls or cancellation. JRE decides at its discretion whether and how to pursue any unpaid amount, and is not obliged to litigate.

8.3 Estimates. Any commission estimate, calculator, dashboard figure, projected payment date or expected commission date shown in the Portal is an indication only and creates no entitlement.

8.4 Changes to Commission Plans. JRE may change the percentages in a Commission Plan, move the Partner to a different plan, or change individual rates on thirty (30) days' notice in the Portal. Changes apply to Deals registered after the change takes effect. Deals registered before the change keep the percentage that applied at registration.

8.5 Network overrides. Where JRE runs a partner network programme, a Partner who introduces another partner who is approved by JRE may be paid an override on Gross Commission from Deals that the introduced partner closes, at the percentages and to the number of levels that JRE sets in the Portal. Overrides are paid out of JRE's share and never reduce the introduced partner's own commission. No payment is made for recruiting a partner as such; overrides arise only from completed, verified Deals on which JRE receives Gross Commission. JRE may change, suspend or end the network programme or any override percentage at any time, with effect for Deals registered after the change. The rules in this clause 8 and in clauses 9 and 10 apply to overrides as they do to Partner Commission.

8.6 No other remuneration. Partner Commission (and any override) is the Partner's only remuneration. The Partner must not ask for, accept or retain any commission, fee, gift, rebate or other benefit from a Client, developer, seller, landlord or any third party in connection with a Transaction introduced to JRE, unless JRE has agreed in writing.

8.7 Rebates and incentives to Clients. The Partner must not offer any Client a rebate, discount, cashback, gift or share of commission without JRE's prior written agreement. Where JRE agrees to one, it is deducted from Gross Commission before the Partner's share is calculated, unless JRE agrees otherwise in writing.

9. Clearance, withdrawals and payment

9.1 Clearance. After JRE receives Gross Commission for a Deal, the related Partner Commission enters a clearance period set by the Payout Policy. It becomes available to withdraw once that period ends.

9.2 Withdrawal requests. The Partner requests payment of available Partner Commission through the Portal. Requests are subject to the Payout Policy, including any minimum amount, request cutoff day, limit on the number of requests per month and the scheduled payment date. JRE does not pay commission automatically without a request, unless it chooses to.

9.3 Payment. JRE pays approved withdrawals by bank transfer to the account nominated in the Portal, in UAE dirhams (AED) unless JRE agrees otherwise. The Partner bears their own bank's charges, intermediary bank charges and any currency conversion costs and exchange rate differences. JRE is not liable for delay or loss caused by incorrect bank details supplied by the Partner, by banks, by payment systems or by sanctions or compliance holds.

9.4 Holds. JRE may delay, withhold or suspend any withdrawal or payment: while KYC or compliance checks are outstanding; where it reasonably suspects fraud, breach of this agreement or breach of Applicable Law; where a Deal is disputed, under review, or at risk of cancellation or clawback; where Applicable Law or a competent authority requires it; or while the Partner is suspended under clause 24.

9.5 Payout Policy changes. JRE may change the Payout Policy at any time by publishing the change in the Portal. A change takes effect for withdrawal requests made after it is published.

9.6 Statements. The Portal shows the Partner's commission ledger. The Partner must raise any error within sixty (60) days of the entry appearing. After that, the ledger is treated as accepted except for manifest error or fraud.

9.7 Invoices. Where Applicable Law or JRE requires it, the Partner will issue a valid invoice or tax invoice to JRE for Partner Commission before payment, in the form JRE reasonably asks.

10. Cancellation, clawback and set-off

10.1 If a Transaction is cancelled, rescinded, terminated or unwound, or if Gross Commission is refunded, reduced, clawed back or not paid, for any reason and at any time, the Partner Commission for it is reduced or cancelled accordingly. Entries not yet paid are voided.

10.2 Where Partner Commission has already been requested or paid for a Transaction covered by clause 10.1, or was paid in error or because of inaccurate information, the Partner must repay it to JRE on written demand, within the period stated in the demand.

10.3 JRE may set off any amount the Partner owes JRE under this agreement, or under any other arrangement with JRE, against any amount JRE owes the Partner, including future Partner Commission and overrides.

10.4 JRE's rights under this clause 10 continue after this agreement ends.

11. Taxes

11.1 All amounts are stated exclusive of VAT. If the Partner is registered for VAT in the United Arab Emirates and provides a valid tax registration number in the Portal, and VAT is chargeable on the Partner's supply, JRE will pay VAT on top of Partner Commission against a valid tax invoice, in accordance with Federal Decree-Law No. 8 of 2017 on Value Added Tax and its implementing regulations. A Partner who is not VAT registered must not charge VAT.

11.2 The Partner is solely responsible for all taxes, duties, social contributions and filings in any jurisdiction on amounts received under this agreement, including UAE corporate tax where applicable and any income tax in the Partner's country of residence, and indemnifies JRE for any tax, penalty or interest claimed from JRE that is the Partner's responsibility.

11.3 If Applicable Law requires JRE to withhold or deduct any tax from a payment, JRE may do so and will pay the Partner the net amount.

11.4 The Partner will provide any tax residency certificate, tax registration details or self-certification that JRE reasonably asks for to meet its reporting obligations.

12. Standards of conduct

12.1 The Partner will act honestly, fairly, professionally and in good faith towards Clients, developers and JRE, and in a way that protects JRE's reputation.

12.1A Client first, at the Client's pace. The Partner will uphold JRE's way of working with every Client. In particular, the Partner will:

• (a) take the time to understand each Client's timetable, lifestyle, needs and objectives before suggesting any property, and introduce only opportunities that genuinely fit them;
• (b) let each Client decide in their own time, and never use pressure selling, including false deadlines, invented competing offers, repeated or unwanted chasing, exaggerated scarcity or any suggestion that a price or unit will be lost unless the Client commits immediately;
• (c) never promote a property to a Client because of the commission it may earn rather than its suitability for that Client;
• (d) respect a Client's decision to pause, take advice, look elsewhere or not proceed, and tell JRE promptly when a Client asks not to be contacted; and
• (e) build each Client relationship on candour and reliability, so that the Client has reason to trust JRE and the Partner well beyond a single Transaction.

12.1B JRE may treat any breach of clause 12.1A as a material breach of this agreement, and may decline, reassign or release a Lead or Deal where it reasonably believes a Client has been placed under pressure.

12.2 No misrepresentation. The Partner will not make any statement, promise or representation about any property, project, developer, price, availability, payment plan, handover date, rental yield, capital growth, return, residency or visa eligibility, financing or legal or tax consequence that is not supported by the developer's or JRE's current published information. The Partner will not guarantee any return or outcome. The Partner will refer Clients to JRE for documents, contracts and all matters requiring professional advice.

12.3 No advice. The Partner will not give legal, tax, immigration, mortgage or investment advice on JRE's behalf.

12.4 Client consent. The Partner will only introduce a Client who has agreed to be introduced to JRE and to be contacted by JRE, and will tell the Client that the Partner may receive a commission from JRE if the Client proceeds.

12.5 Honest registrations. The Partner will not register fictitious, duplicated or unauthorised Leads or Deals, manipulate Referral Links or tracking, click or submit forms on behalf of Clients without their instruction, or otherwise attempt to obtain Attribution or commission they are not entitled to.

12.6 Professional standards. Where the Partner is licensed, the Partner will also comply with the code of conduct and rules of their licensing authority.

13. Marketing, advertising and brand use

13.1 Permitted use. The Partner may share their Referral Link and the marketing materials and brochures JRE makes available in the Portal, unaltered, to promote JRE's services to prospective Clients.

13.2 Approval required. The Partner must obtain JRE's prior written approval before publishing any advertisement, listing, website, landing page, social media page or account, video or other material that names JRE, uses JRE's brand, or advertises a specific property, unit or project in connection with JRE.

13.3 Advertising permits. The Partner must not advertise any specific property or project in the Emirate of Dubai (or elsewhere in the UAE) without every permit that Applicable Law requires, including any advertising permit issued through the Dubai Land Department's Trakheesi system, and must not advertise property that JRE is not authorised to market. JRE will decide which listings may be advertised and by whom.

13.4 Prohibited marketing. The Partner must not:

• (a) send unsolicited bulk messages, spam, cold messages in breach of Applicable Law, or messages to anyone who has not consented or has opted out, by email, SMS, WhatsApp, social media or any other channel;
• (b) bid on, buy or use "JRE", "Joshi Real Estate", "jre.ae" or any confusingly similar term as a keyword, search term, domain name, social media handle, business name or profile name, or in paid search, paid social or display advertising;
• (c) create any website, profile or account that appears to be JRE's or to be operated by JRE;
• (d) use misleading, exaggerated, comparative or unverifiable claims, fake reviews, fake urgency or fabricated scarcity;
• (e) use incentivised traffic, bots, cookie stuffing, forced clicks, hidden frames or any method that sets a referral marker without a genuine visit by a prospective Client; or
• (f) market in any way that breaches Applicable Law, platform rules, or the advertising rules of any regulator.

13.5 JRE may require the Partner to change or withdraw any material at any time, and the Partner will comply within two (2) business days, or immediately where JRE says the matter is urgent.

14. JRE email addresses, brochures and client documents

14.1 JRE may issue the Partner a JRE email address or allow the Partner to generate client documents, such as project brochures, that carry the Partner's name, a JRE address and the Partner's Referral Link. These remain JRE's property and are provided solely for introducing Clients under this agreement.

14.2 The Partner must not alter JRE documents, remove or change JRE branding, disclaimers, prices or conditions, or present them as the Partner's own.

14.3 JRE may monitor, suspend or withdraw any JRE email address or document tool at any time and without notice, and will withdraw it when this agreement ends. Messages sent and received through a JRE email address belong to JRE and may be accessed by JRE for compliance, quality, security and business continuity purposes.

15. Non-circumvention and non-solicitation

15.1 During this agreement and for twelve (12) months after it ends, the Partner will not, directly or indirectly, alone or with others:

• (a) deal with any developer, seller, landlord or project introduced or made available to the Partner by JRE, or through the Portal, in order to complete a Transaction for a Client introduced to JRE, or otherwise to avoid paying JRE its commission;
• (b) divert, or attempt to divert, any Client, Transaction or opportunity introduced to JRE, or made known to the Partner through JRE, away from JRE to the Partner or any third party;
• (c) use Confidential Information, including distress and off-market opportunities, developer terms or commission rates, to compete with JRE or to deal around it; or
• (d) solicit or entice away any employee, advisor or partner of JRE, or induce any of them to end or reduce their relationship with JRE.

15.2 If the Partner breaches clause 15.1(a) or (b), then, without limiting JRE's other rights, the Partner will pay JRE on demand an amount equal to the commission JRE would have earned on the Transaction had it been completed through JRE, and JRE may cancel any Partner Commission that would otherwise have been due on it.

15.3 The Partner agrees that these restrictions are reasonable and necessary to protect JRE's legitimate interests, including its goodwill, client relationships, developer relationships and Confidential Information. If any restriction is found unenforceable, it will apply with the minimum modification needed to make it enforceable.

16. Client Money

16.1 The Partner must never request, receive, hold, handle or transfer Client Money, in cash or otherwise, for or on behalf of JRE, a Client, a developer, a seller or a landlord. Every payment connected with a Transaction must be made directly by the Client to the developer, seller, landlord, escrow account or JRE, through the channels JRE or the paying party specifies.

16.2 If the Partner is offered or receives Client Money in breach of clause 16.1, the Partner must refuse it or return it immediately, tell JRE at once and cooperate fully with JRE and any authority.

17. Anti-money laundering, sanctions and anti-bribery

17.1 AML and CTF. The Partner will comply with all anti-money laundering, counter-terrorist financing and counter-proliferation laws that apply to them, including UAE Federal Decree-Law No. 20 of 2018 and any law amending or replacing it, and its implementing regulations. The Partner will support JRE's customer due diligence, will provide any information JRE reasonably requests about a Client or the source of funds, and will not introduce any Client or Transaction that they know or suspect involves the proceeds of crime or the financing of terrorism.

17.2 Reporting. The Partner will tell JRE promptly of any suspicious activity connected with a Client or Transaction. The Partner must not tell a Client or any other person that a suspicion has been raised or a report made, where that would amount to tipping off under Applicable Law.

17.3 Sanctions. The Partner confirms that neither they nor, where a legal entity, any of their owners, directors or officers is the subject of sanctions imposed by the United Arab Emirates, the United Nations Security Council, or any other authority whose sanctions apply to JRE or the Partner, and that they will not introduce any Client, or be involved in any Transaction, that would breach sanctions. The Partner will tell JRE immediately if this changes.

17.4 Anti-bribery. The Partner will not offer, promise, give, request or accept any bribe, facilitation payment, kickback or improper advantage, to or from any public official, Client, developer, employee of JRE or other person, in connection with this agreement. The Partner will comply with the anti-bribery provisions of the UAE Penal Code (Federal Decree-Law No. 31 of 2021) and with any other anti-bribery law that applies to them.

17.5 Records and audit. The Partner will keep accurate records of their dealings with Clients introduced to JRE for at least the period Applicable Law requires, and in any event for five (5) years, and will make them available to JRE or a competent authority on reasonable request.

17.6 JRE may refuse, suspend or cancel any Lead, Deal, commission or payment, and may terminate this agreement immediately, where it reasonably believes that continuing would breach, or expose JRE to risk under, this clause 17.

18. Data protection and privacy

18.1 Each party will comply with the data protection law that applies to it, including UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, and, where they apply, the EU and UK General Data Protection Regulations and any other data protection law in the Partner's country.

18.2 Client data. For Client personal data the Partner collects and passes to JRE, the Partner is responsible for having a lawful basis to collect and share it, for giving the Client any required privacy information, and for obtaining any consent required, including consent to be contacted by JRE. The Partner will pass only the personal data needed for the introduction.

18.3 Data JRE shares. Where JRE makes Client personal data available to the Partner (for example, an assigned Lead), the Partner will use it only to follow up that Lead for JRE, keep it secure and confidential, not copy it into other systems except as JRE permits, not use it for their own or third-party marketing, not transfer it to any other person, and delete or return it when JRE asks or when this agreement ends, unless Applicable Law requires them to keep it.

18.4 Security incidents. The Partner will tell JRE without undue delay, and in any event within twenty-four (24) hours of becoming aware, of any actual or suspected loss of, unauthorised access to or disclosure of personal data connected with this agreement, and will cooperate with JRE's response.

18.5 Partner's own data. JRE processes the Partner's personal data, including identity, KYC, bank, tax, activity and Portal usage data, to run the partner programme, verify the Partner, attribute Clients, pay commission, prevent fraud, secure the Portal and meet its legal obligations, as described in the JRE privacy policy. JRE may share it with its CRM and technology providers, banks, auditors, advisers, developers (to the extent needed to verify Deals) and competent authorities. Some providers may process data outside the UAE, subject to appropriate safeguards.

19. Confidentiality

19.1 The Partner will keep all Confidential Information strictly confidential, use it only to perform this agreement, and disclose it only to their own staff who need it for that purpose and are bound by equivalent obligations. The Partner is responsible for any breach by those persons.

19.2 In particular, distress and off-market opportunities, developer commission rates, JRE's Commission Plans and the terms of this agreement must not be published, posted, forwarded to groups, or shared with other brokers or agents.

19.3 These obligations do not apply to information that is or becomes public other than through the Partner's breach, that the Partner lawfully held without restriction before JRE disclosed it, or that the Partner must disclose by law or by order of a competent authority (in which case the Partner will, where lawful, notify JRE first and disclose only what is required).

19.4 These obligations continue for five (5) years after this agreement ends, and indefinitely for Client personal data and trade secrets.

20. Intellectual property and licence to use the Portal

20.1 JRE and its licensors own all intellectual property rights in the JRE name, logos and trade marks, the jre.ae websites, the Portal and all Portal Content. Nothing in this agreement transfers any of those rights to the Partner.

20.2 JRE grants the Partner a personal, non-exclusive, non-transferable, non-sublicensable, revocable licence, for the duration of this agreement, to access and use the Portal and Portal Content solely to introduce Clients to JRE and to manage their activity under this agreement.

20.3 The Partner must not: copy, scrape, crawl, download in bulk, resell, republish or redistribute Portal Content except as the Portal expressly allows for client sharing; use automated tools to access the Portal; reverse engineer, decompile or attempt to access the source code or underlying data of the Portal; circumvent any security or access control; use the Portal or Portal Content to build or train any competing product, database or model; or remove any proprietary notice.

20.4 Any feedback, suggestion, idea, content or material the Partner provides to JRE about the Portal or JRE's services may be used by JRE freely, without payment or attribution. The Partner grants JRE a worldwide, royalty-free, perpetual licence to use any content the Partner uploads to the Portal (such as a profile photo or biography) for the purposes of the partner programme, including displaying it to Clients.

21. Portal content, automated tools and generated content

21.1 Information only. Portal Content, including project data, prices, availability, payment plans, handover dates, market insights and statistics, is provided for general information to support introductions. It may be drawn from developers and third-party sources, may be incomplete, out of date or inaccurate, and may change without notice. It is not an offer, is not advice, and must be confirmed with JRE before it is relied on or passed to a Client.

21.2 Automated and generated content. Some Portal features use automated systems, including machine learning and generative tools provided by third parties, to draft, summarise, translate, score, recommend or analyse content. Output from these features may contain errors, omissions or statements that are out of date or not factual, and is provided without any warranty. The Partner is responsible for reviewing any such output before using it and must not present it to a Client as verified fact or as advice.

21.3 The Partner must not enter into any Portal tool any information they are not entitled to share, or more Client personal data than the task requires.

21.4 Academy. Academy courses, quizzes and certificates are for training only. They do not confer any licence, qualification, accreditation or authorisation under Applicable Law and must not be described as doing so.

22. Portal accounts and security

22.1 The Partner's Portal account is personal. The Partner must keep their password, one-time codes, devices and sessions secure, must not share their login with anyone, and must enable any additional security measure JRE requires.

22.2 The Partner is responsible for all activity carried out through their account, unless caused by JRE's own breach of security. The Partner must tell JRE immediately of any actual or suspected unauthorised use.

22.3 JRE may, for security, support, compliance or quality purposes, log and monitor activity in the Portal, and authorised JRE staff may view the Portal as it appears to the Partner. Such access is recorded.

22.4 JRE does not guarantee that the Portal will be available at all times, uninterrupted, secure or free of errors. JRE may change, suspend, add or remove any feature, content or tool at any time.

23. Warranties and disclaimers

23.1 The Partner warrants on an ongoing basis that: they have full power and authority to enter into and perform this agreement; the information they provide is true and complete; they hold every licence and permit their activity requires; their performance of this agreement does not breach any other agreement, duty or Applicable Law; and they are not subject to sanctions.

23.2 Except as expressly stated in this agreement, and to the fullest extent permitted by Applicable Law, JRE makes no warranty or representation of any kind, whether express or implied, about the Portal, Portal Content, any property, developer or project, the volume or quality of Leads, or any level of income or commission. JRE does not guarantee that any introduction will result in a Transaction or any payment.

24. Suspension and termination

24.1 This agreement starts when the Partner accepts it and continues until ended under this clause 24.

24.2 Either party may end this agreement at any time, for any reason, by written notice, including by email or through the Portal. Termination takes effect when the notice is sent unless it states a later date.

24.3 Without limiting clause 24.2, JRE may immediately suspend the Partner's account, access, Referral Link, Leads, Deals or payments, or terminate this agreement, where JRE reasonably believes that the Partner: has breached this agreement; has acted dishonestly, fraudulently or in a way that harms or risks harming JRE's reputation or relationships; has failed or refused KYC or compliance checks; no longer holds a required licence; has become subject to sanctions, insolvency or criminal investigation; or where continuing would expose JRE to legal or regulatory risk. JRE may carry out an investigation during a suspension.

24.4 JRE may close an account that has had no activity for twelve (12) consecutive months, after notice to the Partner.

25. Effects of termination

25.1 When this agreement ends: the licence in clause 20 ends; the Partner's Referral Link and JRE email address stop working and will no longer create Attribution; the Partner must stop presenting themselves as connected with JRE, stop using JRE's brand and materials, remove any approved material from circulation, and return or delete Confidential Information and Client data as clause 18.3 requires.

25.2 In-flight Deals. Unless termination is by JRE under clause 24.3 for the Partner's breach, fraud, dishonesty, sanctions or loss of a required licence, Partner Commission on Deals that were registered and verified before termination remains payable under clauses 8 to 11 as and when JRE receives the related Gross Commission. Leads that had not become verified Deals at termination lapse, and no commission is payable on them.

25.3 Termination for cause. Where JRE terminates under clause 24.3 for the Partner's breach, fraud, dishonesty, sanctions or loss of a required licence, JRE may withhold and cancel any Partner Commission and override not yet paid that relates to, or may have been affected by, the matter giving rise to termination, in addition to its other rights.

25.4 Termination does not affect rights and liabilities that arose before it. Clauses 6.6, 9.4, 9.6, 10, 11, 15 to 19, 20.1, 20.4, 23, 25 to 29 and 31 to 41, and any other clause that by its nature should continue, survive termination.

26. Limitation of liability

26.1 Nothing in this agreement limits or excludes liability for fraud, for death or personal injury caused by negligence, or for any liability that cannot be limited or excluded under Applicable Law.

26.2 Subject to clause 26.1, JRE is not liable to the Partner, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any: loss of profit, revenue, business, opportunity, commission (other than Partner Commission properly due under clause 8) or goodwill; loss or corruption of data; or indirect, consequential or special loss, in each case arising under or in connection with this agreement or the Portal.

26.3 Subject to clause 26.1, JRE's total liability to the Partner under or in connection with this agreement is limited to the total Partner Commission paid and payable to the Partner under this agreement in the twelve (12) months before the event giving rise to the claim, and in any event does not include commission on amounts JRE has not received.

26.4 Any claim by the Partner must be notified to JRE in writing within twelve (12) months of the Partner becoming aware of the facts giving rise to it, failing which, to the extent permitted by Applicable Law, it is waived.

27. Indemnity

27.1 The Partner will indemnify and hold harmless JRE, its owners, officers, employees and advisors against all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: any breach of this agreement or of Applicable Law by the Partner or their staff; any misrepresentation to a Client or other person; any unlicensed activity; any handling of Client Money; any marketing or advertising by the Partner; any claim by a Client, developer, regulator or third party arising from the Partner's acts or omissions; and any tax that is the Partner's responsibility.

28. Non-disparagement

28.1 During this agreement and for twelve (12) months after it ends, the Partner will not make, publish or encourage any false, misleading or disparaging statement about JRE, its owners, staff, partners, developers or services, in public, in private groups or on social media. This does not prevent the Partner from making any disclosure required by law, reporting a concern to a competent authority, or giving truthful evidence.

29. Force majeure

29.1 JRE is not in breach of this agreement, and is not liable for any delay or failure in performance, where it is caused by an event beyond its reasonable control, including acts of God, epidemics, war, terrorism, civil unrest, government action, sanctions, changes in law, failures of banks or payment systems, failures of internet, hosting or third-party service providers, cyber attacks, power failures, or a developer's or paying party's failure to pay.

30. Amendments and updates to this agreement

30.1 JRE may amend this agreement at any time. JRE may amend, update, supplement or replace this agreement, in whole or in part, at any time and at its sole discretion, including to reflect changes in its business, services, Commission Plans, Payout Policy, the Portal, market practice, or Applicable Law or regulatory guidance.

30.2 Publication. JRE will publish each new version in the Portal, with a version number and effective date. A new version takes effect on its publication in the Portal or, if a later effective date is stated, on that date. JRE may also, but is not obliged to, tell the Partner by email or Portal notification.

30.3 Acceptance. Continued use of the Portal, or the submission of any Lead, introduction or Deal, after a new version takes effect constitutes acceptance of it. JRE may also require the Partner to accept a new version expressly in the Portal before continuing to use the Portal, submitting introductions or requesting payment, and may restrict access until the Partner does so.

30.4 If you do not agree. If the Partner does not agree to a new version, the Partner must stop using the Portal and stop submitting introductions and Deals, and may terminate this agreement under clause 24.2. Deals registered and verified before the new version took effect remain subject to clause 25.2.

30.5 Effect on existing Deals. Unless the new version states otherwise or Applicable Law requires it, a change to the commission percentage applicable to a Deal applies only to Deals registered after the change takes effect, in line with clause 8.4. All other changes apply from their effective date to all activity under this agreement, including existing Leads and Deals.

30.6 Policies. The Commission Plan, Payout Policy, lead policy, network programme settings and any other rules or guidance JRE publishes in the Portal form part of this agreement and may be changed by JRE at any time by publishing the change in the Portal, subject to clauses 8.4 and 9.5.

30.7 No amendment proposed by the Partner, and no statement by any JRE employee or advisor, varies this agreement unless it is set out in writing and signed or confirmed by email by an authorised representative of JRE's management.

31. Notices and electronic communication

31.1 JRE may give notices to the Partner through the Portal, or by email to the address registered in the Portal. The Partner will keep that address current and check it regularly.

31.2 The Partner must give notices to JRE by email to email@jre.ae, or through any other channel that JRE specifies in the Portal for that purpose.

31.3 A notice given through the Portal is received when published there. A notice given by email is received at the time of sending, unless the sender receives a delivery failure message. A notice received outside business hours in Dubai is treated as received at the start of the next business day.

31.4 The Partner consents to receiving communications, statements and records electronically.

32. Electronic acceptance and records

32.1 The Partner accepts this agreement, and each new version of it, electronically by ticking the acceptance box in the Portal or on the registration form. This has the same effect as a handwritten signature, in accordance with UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services and any other applicable electronic transactions law.

32.2 JRE records, for each acceptance, the version accepted, the date and time, the network address and device information, the wording of the acceptance statement and a fingerprint of the accepted text. These records, and JRE's electronic records of Leads, Deals, commission and payments, are admissible and, in the absence of manifest error, conclusive evidence of their contents.

32.3 The Partner may read the version in force at any time in the Portal and should keep a copy for their records.

33. Assignment and subcontracting

33.1 The Partner may not assign, transfer, charge, subcontract or otherwise deal with any of their rights or obligations under this agreement, including the right to receive Partner Commission, without JRE's prior written consent.

33.2 JRE may assign, transfer or novate any of its rights and obligations under this agreement to any affiliate, to any licensed JRE entity, or to any successor to all or part of its business, by notice in the Portal or by email.

34. Entire agreement

34.1 This agreement, together with the policies and settings published in the Portal under clause 30.6, is the entire agreement between the parties about its subject matter and supersedes all earlier agreements, versions, proposals, understandings and representations, whether written or oral. The Partner has not relied on any statement or promise that is not set out in this agreement.

35. Severability

35.1 If any provision of this agreement is found invalid, illegal or unenforceable, it will be treated as modified to the minimum extent needed to make it valid and enforceable, or, if that is not possible, as deleted. The rest of the agreement remains in full force.

36. Waiver

36.1 A failure or delay by JRE in exercising any right or remedy is not a waiver of it. A waiver is effective only if in writing, and applies only to the specific instance for which it is given. A single or partial exercise of a right does not prevent its further exercise.

37. Third-party rights

37.1 Nothing in this agreement gives any person other than JRE and the Partner any right to enforce any of its terms, except that the persons indemnified under clause 27 may rely on it.

38. Language

38.1 This agreement is written in English, and the English text is the only binding version. JRE may provide translations of this agreement or of the Portal for convenience only. If there is any difference between the English text and a translation, the English text prevails. Where a translation into Arabic is required for any proceedings, the parties will use a certified translation of the English text.

39. Governing law

39.1 This agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter, is governed by the laws of the Emirate of Dubai and, to the extent applicable in the Emirate of Dubai, the federal laws of the United Arab Emirates.

40. Dispute resolution

40.1 Negotiation first. A party that wishes to raise a dispute will give the other party written notice setting out the dispute in reasonable detail. The parties will try in good faith to settle it by negotiation within thirty (30) days of the notice.

40.2 Arbitration. Any dispute arising out of or in connection with this agreement, including any question about its existence, validity, interpretation, performance or termination, that is not settled under clause 40.1 will be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC) in force at the time the arbitration starts. The seat of arbitration will be Dubai, United Arab Emirates. The tribunal will consist of a sole arbitrator. The language of the arbitration will be English. The award is final and binding on the parties.

40.3 Interim relief and debts. Nothing in this clause 40 prevents JRE from seeking urgent interim or injunctive relief, including to protect its Confidential Information, intellectual property, Client relationships or data, or from bringing proceedings to recover any amount owed to it under clause 10 or clause 15.2, in the courts of Dubai or in any other court of competent jurisdiction, including the courts of the country where the Partner resides or has assets.

41. Acceptance

41.1 By ticking the acceptance box, the Partner confirms that they have read and understood this agreement in full, that they have had the opportunity to take independent legal advice, that they accept it and agree to be bound by it, and that they accept that JRE may amend it at any time under clause 30.