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This Agency Agreement (the "Agreement") is made and entered into on this __ day of ______, 2026 (the "Effective Date"), by and between:
MBR MANSIONS REAL ESTATE DEVELOPMENT L.L.C. (Trade License No. 1415042) · WELLINGTON ELITE REAL ESTATE DEVELOPMENT L.L.C. (Trade License No. 1385061) · ANK MOTIWALA REAL ESTATE DEVELOPMENT L.L.C. (Trade License No. 1385099) · WELLINGTON OCEAN REAL ESTATE DEVELOPMENT L.L.C. (Trade License No. 1484337) (collectively the "Developer")
AND
[AGENCY NAME], holder of Trade License No. [TL No.], ORN / RERA No. [ORN], having its registered office at Dubai, UAE, Email: [Email], represented by [Authorized Person] in their capacity as Authorized Signatory (hereinafter "Agent")
The Developer hereby appoints the Agent as its non-exclusive agent to market, promote, advertise, and facilitate the sale of residential and commercial units developed by the Developer. This appointment does not restrict the Developer from appointing other agents or selling directly. The Agent shall not sub-appoint any sub-agent without prior written consent from the Developer.
The Agent shall: (a) comply with all applicable UAE federal and local laws including RERA, DLD, and AMLCFT regulations; (b) conduct thorough Digital KYC and source-of-funds verification on all prospective buyers; (c) act in the best interests of the Developer and maintain the Developer's brand reputation; (d) refrain from making representations or warranties not expressly authorized by the Developer; (e) maintain current RERA brokerage registration and ensure all affiliated brokers hold valid RERA cards; (f) promptly report all leads via the designated Wellington portal.
Commission rates are as notified in writing by the Developer's Sales Team from time to time and are subject to change. Commission is earned only upon execution of a Sale and Purchase Agreement (SPA) and receipt of the qualifying initial payment. The Agent shall issue a valid VAT-compliant tax invoice. Payment will be processed within thirty (30) business days of invoice receipt. Any breach of this Agreement, submission of fraudulent leads, or failure to meet RERA compliance extinguishes commission rights retroactively for the relevant transaction.
The Agent may advertise Developer projects using only Developer-approved marketing materials, brochures, and digital assets. Unauthorized modifications to marketing materials, misleading pricing representations, or unapproved advertising (including property portals, social media, and print) are strictly prohibited and may result in immediate termination and commission forfeiture.
The Agent acknowledges that it operates as a Designated Non-Financial Business or Profession (DNFBP) under UAE Federal Decree-Law No. (20) of 2019 on Anti-Money Laundering. The Agent shall maintain an internal AML/CFT compliance framework, conduct ongoing customer due diligence, and immediately report any suspicious transactions to the UAE Financial Intelligence Unit (FIU). The Developer reserves the right to terminate this Agreement if the Agent fails to demonstrate satisfactory AML compliance.
Both parties agree to keep confidential all proprietary information, pricing schedules, commission structures, buyer data, and business plans disclosed under this Agreement. This obligation survives termination for a period of three (3) years. Neither party shall disclose any Agreement terms to third parties without prior written consent.
All trademarks, logos, marketing materials, and intellectual property provided by the Developer remain the exclusive property of the Developer. The Agent is granted a limited, non-exclusive, non-transferable license to use such materials solely for the purpose of marketing Developer projects during the term of this Agreement.
This Agreement commences on the Effective Date and continues for twelve (12) months, automatically renewing on identical terms unless either party provides thirty (30) days' written notice prior to the renewal date. Either party may terminate this Agreement immediately upon written notice if the other party: (i) commits a material breach and fails to remedy within 7 days; (ii) becomes insolvent or subject to insolvency proceedings; or (iii) is found to have engaged in fraudulent, illegal, or unethical conduct.
The Agent shall indemnify and hold harmless the Developer from any claims, losses, damages, penalties, or regulatory actions arising from the Agent's breach of this Agreement, non-compliance with applicable law, or misrepresentations made to buyers. The Developer's total liability to the Agent under this Agreement shall not exceed the commission paid in the preceding three (3) months.
The Agent is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture, or franchise relationship. The Agent has no authority to bind the Developer contractually.
This Agreement shall be governed by and construed in accordance with the laws of the United Arab Emirates and the Emirate of Dubai. The parties irrevocably submit to the exclusive jurisdiction of the Dubai Courts (excluding the DIFC Courts) for resolution of any disputes arising from or in connection with this Agreement.
This Agreement, together with any schedules, addenda, or commission letters issued by the Developer, constitutes the entire agreement between the parties and supersedes all prior understandings, representations, and agreements. Any amendments must be in writing and signed by authorized representatives of both parties.
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For commission queries: commission@wellingtondevelopments.ae
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