This Marketing Services Agreement ("Agreement") is made and entered into by and between:
Company Information
Company: TOMM Luxury Real Estate LLC, a company
organized and existing under the laws of the Emirate of Dubai, United Arab Emirates, with its principal
place of business at Al Zahraa Techno Centre 101, Al Raffa, Dubai, UAE
("Company" or "Agent.Sellit"); and
Marketing Partner:
[Your information will appear here]
, an independent marketing services provider with email
[your email]
and phone number
[your phone],
located at
[your address]
("Partner").
The Company and Partner may be referred to individually as a "Party" and collectively as the "Parties."
1. Services to Be Performed
1.1 The Partner agrees to provide marketing introduction services
("Services") consisting solely of referring potential real estate buyers/sellers to the Company.
Referrals will be submitted via a secure referral link or direct submission, which will include basic
information such as name, contact details, budget, and preferences.
1.2 The Partner shall not engage in any real estate activities,
including but not limited to property viewings, negotiations, contract preparation, or advertising.
These activities are exclusively reserved for the Company's RERA-licensed agents (RERA ORN: 38304).
1.3 All referrals must comply with RERA regulations (Dubai Law No.
26 of 2007) and UAE Federal Law No. 5 of 1985 (Civil Transactions Law). The Partner acknowledges they
are not a RERA-licensed agent and acts only as a non-exclusive marketing introducer.
1.4 Services will be performed remotely, with no minimum hours
required.
2. Compensation
2.1 In consideration of the Services, the Company shall compensate
the Partner as follows:
- Monthly Subscription Fee: AED 2,500 (inclusive of 5% VAT), payable in advance on
the 1st of each month via direct debit or bank transfer. This fee secures access to the Partner
Dashboard, priority lead referrals, and VIP events. Subscription fees are non-refundable and are due
regardless of lead conversions.
- Referral Fees: Upon the successful closing of a referred deal (defined as the full
payment received by the developer and commission remitted to the Company), the Partner shall receive
80% of the net commission the Company receives, after deductions for taxes, fees, and cancellations.
2.2 Example:
AED 6M apartment (4% commission = AED 240,000 total) → Partner: AED 192,000 (80%).
2.3 Payment Terms: Referral fees are paid within 7
days of Company receipt, via bank transfer.
2.4 The Partner is responsible for their own taxes (including UAE
Corporate Tax at 9% if applicable) and VAT reporting. Payments are subject to UAE withholding tax if the
Partner is a non-resident.
3. Term of Agreement
3.1 This Agreement commences on the Effective Date and continues for
an initial term of 12 months ("Initial Term"). It will automatically renew for successive 12-month
periods unless terminated by either Party with 30 days' written notice.
3.2 Early termination by either Party requires 30 days' notice. The
Company may terminate immediately for material breach, such as non-compliance with RERA regulations.
4. Independent Contractor Status
4.1 The Partner is an independent contractor, not an employee,
agent, or joint venture partner of the Company. The Partner shall not represent themselves as an
employee or agent of the Company.
4.2 The Partner is solely responsible for their own taxes,
insurance, and benefits as per UAE Labour Law (Federal Law No. 33 of 2021). No Company equipment or
supervision is provided.
5. Confidentiality
5.1 The Partner agrees to keep confidential all proprietary and
non-public information received from the Company, including but not limited to buyer leads, project
details, commission structures, and any other business or financial data. This confidentiality
obligation continues for two (2) years after the termination of this Agreement.
5.2 The Partner must comply with the UAE Personal Data Protection
Law (Federal Decree-Law No. 45 of 2021). Any breach of this confidentiality clause may result in
immediate termination and potential legal action for damages.
6. Ownership of Work Product
6.1 Any introductions or referrals made under this Agreement are
owned exclusively by the Company. The Partner assigns all rights to such leads and waives any moral
rights. No intellectual property is created beyond basic referral data.
7. Document Submission (Post-Signature)
7.1 After signing this Agreement, the Partner is required to upload
the following documents through the secure Partner Dashboard to complete the onboarding process:
- Passport Copy: For identity verification.
- Bank Account Details: For commission payouts (including bank name, account number,
and IBAN).
7.2 The Partner will receive an email with instructions and a link
to access their personalized dashboard. Documents should be uploaded securely and will be used solely
for verification and payment purposes. All documents will be stored in compliance with data protection
laws and only accessible by authorized Company personnel.
8. Termination
8.1 Upon termination of this Agreement:
- The Partner must immediately cease all marketing activities related to the Company.
- Final payments for any pending referral fees will be made within 30 days.
- The confidentiality clause survives indefinitely, even after termination.
9. Indemnification
9.1 The Partner agrees to indemnify and hold the Company harmless
from any claims, losses, or liabilities arising out of the Partner's breach of this Agreement, including
but not limited to violations of RERA regulations, unauthorized representations, or inaccurate
referrals.
9.2 This indemnity covers direct damages only, and excludes
consequential or incidental damages.
10. Governing Law & Dispute Resolution
10.1 This Agreement shall be governed by and construed in accordance
with the laws of the Emirate of Dubai and the United Arab Emirates.
10.2 Any disputes arising from or related to this Agreement will be
resolved exclusively through arbitration under the Dubai International Arbitration Centre (DIAC) rules
in Dubai, with English as the language of proceedings. The prevailing party is entitled to recover
reasonable attorneys' fees.
11. Entire Agreement
11.1 This Agreement constitutes the entire understanding between the
Parties and supersedes all prior agreements or discussions related to the subject matter. Amendments to
this Agreement must be made in writing and signed by both Parties.
11.2 If any provision of this Agreement is found to be invalid or
unenforceable, the remainder of the Agreement will remain in full force and effect. This Agreement may
be executed electronically.
IN WITNESS WHEREOF, the Parties have executed this Marketing Services Agreement as of
the Effective Date.