1 DEFINITIONS AND INTERPRETATION
1.1 In these Terms, unless the context otherwise requires:
“Client” means any person or entity engaging the Company’s services;
“Company” means Royce Properties L.L.C.;
“Services” means the brokerage and related services described in Clause 3;
“Terms” means these terms and conditions as amended from time to time;
“Transaction” means any sale, purchase, lease or other dealing in real property located in the UAE, in respect of which the Company provides Services to the Client;
“UAE” means the United Arab Emirates.
1.2 References to statutory provisions include any modification, amendment, or re-enactment thereof for the time being in force and all subordinate legislation made from time to time under such statutory provisions.
1.3 Headings are for convenience only and shall not affect interpretation.
2 STATUS AND REGULATORY POSITION
2.1 The Company is a real estate brokerage company duly licensed by the competent authorities in the Emirate of Dubai and regulated by the Dubai Land Department and the Real Estate Regulatory Agency (RERA).
2.2 The Company acts as a broker and intermediary. Where the Company represents multiple parties in the same Transaction, the Company shall obtain the prior written informed consent of all parties to such dual representation and shall disclose in writing the nature of the relationships and any actual or potential conflicts of interest, in accordance with RERA regulations and applicable law. Nothing in these Terms shall be construed as creating any partnership, joint venture, exclusive agency, fiduciary, trustee or advisory relationship between the Company and the Client, except where the Company owes statutory duties under UAE law that cannot be excluded.
3 SCOPE OF SERVICES
3.1 The Services may include real estate brokerage, marketing, property introductions, viewings coordination, negotiation facilitation, mortgage solutions and transaction support as may be agreed in writing from time to time.
3.2 All Services are provided with reasonable skill and care in accordance with industry standards and the Company’s regulatory obligations under RERA regulations and DLD requirements. The Company does not guarantee the completion of any Transaction, the availability of any property, or any particular outcome. The Company shall exercise reasonable care in verifying material information provided to the Client and shall disclose all material facts known to the Company that may affect the Client’s decision, as required by applicable law and RERA regulations.
3.3 The Company shall not be liable for latent property defects, title issues, planning restrictions, or other matters affecting any property which are not known to the Company and which should be identified through independent legal and technical due diligence by the Client. However, the Company shall disclose to the Client all material information known to the Company regarding such matters and shall exercise reasonable care in providing information about properties to the Client, in accordance with its obligations under applicable law and RERA regulations.
4 CLIENT REPRESENTATIONS AND WARRANTIES
4.1 The Client represents and warrants to the Company that:
(a) it has full legal capacity and authority to enter into these Terms and any Transaction;
(b) all information provided to the Company is true, accurate, complete and not misleading in any respect;
(c) it will comply with all applicable laws, regulations, sanctions, anti-money laundering and know-your-customer requirements;
(d) it is not subject to any sanctions imposed by the UN, UAE, or any other applicable sanctions regime;
(e) the source of any funds used in any Transaction is legitimate and lawfully obtained;
(f) it has obtained all necessary internal approvals and consents.
4.2 The Client shall immediately notify the Company if any representation or warranty becomes untrue or inaccurate.
4.3 The representations and warranties in this Clause 4 shall survive termination of these Terms.
5 NO RELIANCE AND DISCLAIMER
5.1 The Client acknowledges and confirms that:
(a) it acknowledges that it should conduct its own independent due diligence and obtain professional advice regarding any Transaction, and that it will not rely solely on information provided by the Company. However, the Client is entitled to rely on material representations and information provided by the Company in writing, including information which the Company is required by law to provide and verify under RERA regulations;
(b) it has made and will make its own independent investigations, assessments and decisions regarding any Transaction;
(c) it has obtained or will obtain independent legal, financial, tax and other professional advice as it considers necessary.
5.2 Property information, specifications, plans, images, prices, availability and other details provided by or through the Company are subject to change without notice. Where such information is obtained from third-party sources, the Company will identify the source where practicable. The Company shall exercise reasonable care to ensure that material information provided to the Client is accurate and complete at the time it is provided, in accordance with the Company’s obligations under RERA regulations, but the Client should verify all information independently before entering into any Transaction.
5.3 The Client acknowledges that property viewings do not constitute any form of inspection, survey or due diligence and that the Client must conduct its own independent investigations and obtain professional surveys, legal advice and other due diligence as appropriate.
6 FEES AND COMMISSIONS
6.1 The Company’s fees and commissions payable by the Client shall be as set out in the applicable written mandate or agreement between the parties. All fees are exclusive of VAT and any other applicable taxes, which shall be payable by the Client in addition.
6.2 Payment Terms: All fees and commissions shall be payable within seven (7) days of invoice unless otherwise agreed in writing. The Company reserves the right to charge interest on overdue amounts at the rate of 9% per annum from the due date until payment is received in full, together with reasonable costs of collection including legal fees actually incurred. This rate is subject to any maximum rate permitted by applicable law.
6.3 The Company may receive commissions, fees or other remuneration from third parties (including developers, sellers, landlords and financial institutions) in connection with Transactions. The Company shall disclose to the Client in writing, prior to the Client entering into any Transaction, the existence and nature of any such arrangements that may create an actual or potential conflict of interest, in accordance with RERA regulations and applicable law. The Client consents to such arrangements subject to the Company’s compliance with its regulatory disclosure obligations under RERA regulations.
7 CONFIDENTIALITY
7.1 Each party shall keep confidential and not disclose to any third party any non-public information received from the other party (“Confidential Information”).
7.2 This obligation shall not apply to information that:
(a) is or becomes publicly available other than through breach of this Clause;
(b) is required to be disclosed by law, regulation, court order or regulatory authority (provided that reasonable notice is given where permitted);
(c) was already in the receiving party’s possession prior to disclosure;
(d) is independently developed without reference to Confidential Information.
7.3 This Clause 7 shall survive termination for a period of five (5) years, or for such shorter or longer period as may be agreed in writing between the parties, provided that obligations relating to trade secrets shall survive indefinitely.
7.4 Notwithstanding Clause 7.1, the Company may disclose Client information to the extent required or permitted by applicable law or regulation, including for anti-money laundering, know-your-customer, sanctions screening, regulatory reporting and compliance purposes, and to its professional advisers, auditors, insurers, and service providers subject to equivalent confidentiality obligations.
7.5 Each party shall implement and maintain appropriate technical and organizational measures to protect Confidential Information from unauthorized access, use or disclosure, consistent with industry standards and applicable data protection laws. Upon termination or at the disclosing party’s request, the receiving party shall return or destroy all Confidential Information (except to the extent required to be retained by law or for legitimate business purposes).
8 INTELLECTUAL PROPERTY
8.1 All intellectual property rights in any materials, documents, brochures, marketing materials, databases, software, websites and other content provided or made available by the Company (or its licensors) shall remain vested in the Company (or its licensors).
8.2 The Client is granted a non-exclusive, non-transferable, revocable, royalty-free licence to use such materials solely for the purpose of evaluating properties and Transactions in connection with the Services during the term of the Company’s engagement.
8.3 The Client shall not reproduce, modify, distribute or create derivative works from any such materials without the Company’s prior written consent.
8.4 All trade marks, service marks and trade names are proprietary to the Company or its licensors.
9 THIRD-PARTY RISK
9.1 The Client acknowledges that Transactions involve third parties including developers, sellers, landlords, purchasers, tenants, banks, lawyers, and other service providers over whom the Company has no control.
9.2 The Company shall not be responsible or liable for any act, omission, representation, misrepresentation, breach, default, delay, insolvency, fraud or negligence of any such third party.
9.3 The Client shall conduct its own due diligence on all third parties and shall not rely on the Company to verify the creditworthiness, reputation, or reliability of any third party.
9.4 All contracts and arrangements with third parties are solely between the Client and such third parties. The Company is not a party to any such contracts and assumes no liability thereunder.
10 LIMITATION OF LIABILITY
10.1 Excluded Losses: To the maximum extent permitted by law, the Company shall not be liable to the Client or any third party for any:
(a) loss of profits, revenue, business, contracts or anticipated savings;
(b) loss of or damage to goodwill or reputation;
(c) loss of use or corruption of data or information;
(d) indirect, consequential, incidental, special or punitive losses or damages;
even if the Company has been advised of the possibility of such losses.
10.2 Liability Cap: Without prejudice to Clause 10.1 and subject to Clause 10.3, the Company’s aggregate liability to the Client under or in connection with these Terms (whether in contract, tort (including negligence), breach of statutory duty or otherwise) arising from the Company’s negligence or breach of contract shall be limited to the greater of:
(a) the total fees actually paid by the Client to the Company in the twelve (12) months preceding the event giving rise to the claim; or
(b) AED 250,000 (two hundred and fifty thousand United Arab Emirates Dirhams).
This limitation shall not apply to liability arising from the Company’s fraud, willful misconduct, gross negligence, or breach of its regulatory obligations under RERA regulations or DLD requirements that cannot be limited by agreement.
10.3 Nothing in these Terms shall exclude or limit the Company’s liability for: (a) fraud or fraudulent misrepresentation; (b) death or personal injury caused by the Company’s negligence; (c) gross negligence or willful misconduct; (d) breach of any obligations implied by Articles 246 and 249 of the UAE Civil Code (Federal Law No. 5 of 1985); (e) breach of the Company’s regulatory obligations under RERA regulations and DLD requirements; or (f) any other liability which cannot be excluded or limited under UAE law.
10.4 Notice of Claims: The Client should notify the Company promptly of any potential claim to enable the Company to investigate and attempt to resolve the matter. However, nothing in this clause shall be construed as shortening or otherwise affecting the statutory limitation periods applicable under UAE law, including those set out in the UAE Civil Code.
10.5 Nature of Relationship: The Client acknowledges and agrees that the relationship between the Company and the Client is that of independent contractor and client. The Company shall comply with all duties and obligations imposed by applicable law and RERA regulations, including duties of care, skill, diligence, disclosure and good faith that apply to real estate brokers in the UAE.
11 INDEMNITY
11.1 The Client shall indemnify, defend and hold harmless the Company, its officers, directors, employees, agents and affiliates against all losses, liabilities, damages, costs, expenses (including reasonable legal fees), claims, demands, actions and proceedings (“Losses”) arising from or in connection with:
(a) any breach by the Client of these Terms;
(b) any breach of the Client’s representations and warranties;
(c) any inaccurate, incomplete or misleading information provided by the Client;
(d) any negligent or wrongful act or omission by the Client;
(e) any claim by a third party arising from the Client’s use of the Services.
11.2 The Company shall:
(a) notify the Client promptly of any claim to which the indemnity applies;
(b) allow the Client (at the Client’s expense) to conduct the defence of such claim;
(c) provide reasonable assistance to the Client in defending such claim.
11.3 This indemnity shall survive termination of these Terms.
12 TERMINATION AND SUSPENSION
12.1 Termination for Risk or Breach
The Company may, at its sole discretion and without liability, immediately suspend or terminate the provision of any Services (in whole or in part) and/or its engagement with the Client, with or without notice, if:
(a) the Client breaches any provision of these Terms or any applicable mandate or agreement and (where such breach is capable of remedy) fails to remedy the same within a reasonable period after notice;
(b) the Company reasonably determines that continued engagement would expose it to legal, regulatory, compliance, sanctions, reputational or financial risk;
(c) the Client fails to comply with any applicable anti-money laundering, counter-terrorism financing, sanctions, know-your-customer or similar regulatory requirements;
(d) any representation or warranty given by the Client under these Terms is or becomes untrue, inaccurate or misleading; or
(e) the Company is required to do so by any competent authority, regulator, court order or applicable law.
12.2 Termination Without Prejudice
Termination or suspension under this Clause 12 shall be without prejudice to any rights, remedies, claims or liabilities of either party which have accrued prior to the effective date of termination.
12.3 Consequences of Termination
Upon termination of these Terms for any reason:
(a) the Company shall have no further obligation to provide the Services;
(b) any outstanding fees, commissions, costs or expenses due to the Company shall immediately become payable in full; and
(c) the Client shall immediately cease any use of the Company’s materials, confidential information and intellectual property, subject to any rights required by law.
12.4 Survival
Termination of these Terms shall not affect the continued operation of Clauses 4 (Client Representations and Warranties), 5 (No Reliance and Disclaimer), 7 (Confidentiality), 8 (Intellectual Property), 9 (Third-Party Risk), 10 (Limitation of Liability), 11 (Indemnity) and 14 (Governing Law and Jurisdiction), which shall survive termination indefinitely or for so long as necessary to give them effect.
13 FORCE MAJEURE
13.1 Force Majeure Event
The Company shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results from any event or circumstance beyond its reasonable control (Force Majeure Event), including (without limitation):
(a) acts of God, natural disasters, epidemics or pandemics;
(b) acts of government, court orders, changes in law, regulations or regulatory requirements;
(c) war, terrorism, civil unrest, strikes, labour disputes or industrial action;
(d) failure or interruption of utilities, telecommunications, internet or IT systems; or
(e) failure, delay or default of third parties on whom the Company reasonably relies in the performance of the Services.
13.2 Mitigation
The Company shall use reasonable endeavours to mitigate the effects of any Force Majeure Event and to resume performance of the affected obligations as soon as reasonably practicable.
13.3 No Termination Right
For the avoidance of doubt, a Force Majeure Event shall not entitle the Client to terminate these Terms or claim damages, except to the extent required by applicable law.
14 GOVERNING LAW AND JURISDICTION
14.1 Governing Law
These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai.
14.2 Jurisdiction
The courts of Dubai shall have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with these Terms (including any non-contractual obligations).
14.3 Regulatory Carve-Out
Nothing in this Clause 14 shall limit or prejudice the rights of any competent regulatory authority, including the Dubai Land Department or the Real Estate Regulatory Agency, to exercise its statutory powers or jurisdiction in relation to the Company or the Services.
15 AMENDMENTS AND VARIATIONS
15.1 Right to Amend
The Company may amend, update or replace these Terms from time to time to reflect changes in law, regulation, regulatory guidance, business practices or risk management requirements.
15.2 Notification of Amendments
Material amendments to these Terms shall be notified to Clients by publication on the Company’s website or through other reasonable communication channels. Continued use of the Services following such notification shall constitute acceptance of the amended Terms.
15.3 Priority of Written Agreements
In the event of any inconsistency between these Terms and any written mandate, agreement or engagement letter expressly agreed between the Company and the Client, the terms of such written mandate or agreement shall prevail to the extent of such inconsistency.
