Partner offer

HOUSEBOOK

LEGAL INSTRUMENT · PUBLIC OFFER

Public Offer · Document No. HB-SO-2026/01 · Version 1.1

Sourcer (Agent) Referral Agreement

Standard terms on which HOUSEBOOK INVESTMENT L.L.C. engages independent Sourcers (on the Platform: “Agents”) to introduce prospective property buyers and pays a success-based Sourcer Fee from commission actually received

Offeror

HOUSEBOOK INVESTMENT L.L.C.

Accepted by

Any eligible person who accepts this Offer in the Partner Cabinet of the Housebook Platform (the “Sourcer”)

This document is a standing public offer. It becomes a binding agreement between HOUSEBOOK INVESTMENT L.L.C. and a Sourcer at the moment the Sourcer accepts it electronically in the Partner Cabinet (clause 2) or signs the Acceptance Form in Schedule 4.

Contents

Structure of the Agreement

1 Definitions and interpretation

2 Nature of this Offer, acceptance and eligibility

3 Role of the Sourcer; permitted and prohibited activities

4 Registration, verification and the Partner Cabinet

5 Client Handover, attribution and Protection Period

6 Execution of transactions by Local Partners

7 Personal Commission

8 Network Shares (referral levels)

9 Accrual, Hold Period and payout

10 Reversals, set-off and recovery

11 Statements, disputes and appeals

12 Prohibited conduct and anti-fraud

13 Compliance: licensing, sanctions, anti-bribery, AML

14 Taxes

15 Personal data

16 Confidentiality, intellectual property and marketing

17 Term, suspension and termination

18 Liability

19 Amendments to this Offer

20 Notices and electronic communications

21 General provisions

22 Governing law and dispute resolution

23 Offeror details

S1 Schedule 1 - Compensation Plan: public parameters

S2 Schedule 2 - Handover data and Client consent

S3 Schedule 3 - Sourcer personal data consent (summary)

S4 Schedule 4 - Acceptance Form

1. Definitions and interpretation

1.1 In this Agreement the following capitalised terms have the meanings set out below.

1.2 Clause and Schedule headings are for convenience only. Words in the singular include the plural and vice versa. “Including” means “including without limitation”. A reference to a law includes its amendments and any rules made under it. “In writing” includes e-mail and notifications and confirmations made through the Cabinet.

1.3 The Schedules form part of this Agreement. In case of conflict the following order of precedence applies: (a) clauses 1 to 23; (b) the Compensation Plan and the Country Policy as published in the Cabinet on the date of the relevant Handover Record; (c) the Schedules; (d) explanatory pages, FAQs and marketing materials of the Platform, which are not contractual except where expressly incorporated.

1.4 Where the Compensation Plan or the Country Policy published in the Cabinet differs from Schedule 1, the version published in the Cabinet and fixed on the relevant Handover Record prevails.

2. Nature of this Offer, acceptance and eligibility

2.1 Public offer. This document is a standing offer by Housebook to enter into an agreement on the terms set out in it with any person who meets the eligibility conditions of clause 2.5. The offer is addressed to an unlimited number of persons and remains open until withdrawn or replaced by a new version under clause 19.

2.2 Acceptance in the Cabinet. The Sourcer accepts this Offer by completing, in the Cabinet, all of the following steps: (a) confirming that the Sourcer has read this Offer, the Compensation Plan, the Country Policy and the Privacy Notice; (b) ticking the individual confirmations required by the Platform (eligibility, business capacity, consent to personal data processing); (c) clicking “Accept”; and (d) entering the one-time code sent to the Sourcer’s verified telephone number or e-mail address. The Agreement is concluded at the moment the Platform records step (d). Registration of an account on its own does not conclude the Agreement, and the Platform does not allow a Handover before Acceptance.

2.3 Evidence of acceptance. The Platform records the version of the Offer, the date and time (UTC), the account identifier, the IP address and the device data of the Acceptance. A copy of the accepted version is stored in the Cabinet and sent to the Sourcer’s e-mail. The parties agree that this record is conclusive evidence of the Agreement and of its terms, absent manifest error.

2.4 Acceptance by signature. Housebook may also deliver this Offer to a prospective Sourcer as a document. Signing the Acceptance Form in Schedule 4 (by hand or by an electronic signature accepted by Housebook) has the same effect as Acceptance under clause 2.2, provided that the Sourcer also holds a registered account. Acceptance by signature does not by itself constitute the specific consents required by clause 15.4; the Sourcer completes the Schedule 3 form in the Cabinet before any Verification or processing that requires such a consent takes place. If both forms of acceptance exist, the Cabinet record governs the date of Acceptance and the version accepted.

2.5 Eligibility. The Sourcer represents and warrants on Acceptance and on each Handover that:

if a natural person, the Sourcer has reached the age of eighteen (18) years, or the higher age of full legal capacity applicable in the Sourcer’s country of residence (as at the Effective Date, twenty (20) years in Thailand and twenty-one (21) years in the United Arab Emirates), and has full legal capacity; the age is established from the identity document during Verification;

if a legal entity, it is duly incorporated and the individual completing Acceptance is authorised to bind it;

the Sourcer is not resident, located or incorporated in a country or territory subject to comprehensive Sanctions, is not a person designated under Sanctions and is not owned or controlled by such a person;

the Sourcer is not an employee, officer, contractor or agent of a Developer in respect of that Developer’s Properties, is not an employee of Housebook or of an Affiliate (unless Housebook has approved participation in writing), and is not a public official in a position of conflict of interest;

the Sourcer may lawfully perform passive introductions for reward in the Sourcer’s country of residence without a licence, or holds and has uploaded the licence or registration required there;

the Sourcer holds no other account on the Platform and all information provided is accurate and complete.

2.6 Business capacity. The Sourcer confirms that the Sourcer enters into this Agreement in the course of a trade, business or profession (including an occasional independent activity carried out for reward) and not as a consumer. Where a mandatory rule of the law of the Sourcer’s country grants the Sourcer non-waivable rights, those rights are not affected by this Agreement.

2.7 No fee to join. Registration, Acceptance, the Cabinet and training are free of charge. Housebook never charges a Sourcer for participation, for invitations or for the right to hand over Clients.

2.8 Multiple roles. A person may hold other roles on the Platform (for example, Local Partner) under separate agreements. Each role is governed by its own agreement, and a Sourcer Fee is calculated only under the role in which the relevant work was actually performed (clause 5.12).

3. Role of the Sourcer; permitted and prohibited activities

3.1 Passive introduction. The Sourcer’s role is to identify persons who are interested in acquiring Property abroad, to inform them about Housebook, to obtain their consent, to hand over their contact details and basic requirements through the Platform, and not to take part in the sale thereafter. The Sourcer performs an introduction service; the Sourcer is not a real estate broker, agent or adviser of Housebook, of the Local Partner or of the Developer.

3.2 Permitted activities. Without further authorisation the Sourcer may: (a) tell a prospective Client about Housebook and the Platform; (b) share the Sourcer’s personal link, property selections generated by the Platform and materials approved by Housebook; (c) collect, with the Client’s consent, the minimum data listed in Schedule 2; (d) hand the Client over through the Platform; (e) answer requests of Housebook or of the Local Partner about the Client’s interest; (f) follow the external status of the Client in the Cabinet; (g) invite other persons to join the Programme through the invitation link.

3.3 Prohibited activities. Unless the Sourcer holds a valid licence or registration for the relevant country, has uploaded it to the Cabinet and Housebook has activated the corresponding permission, the Sourcer shall not: (a) advertise a specific Property in the Sourcer’s own name or as a representative of the Developer, Housebook or the Local Partner; (b) give investment, legal, tax, mortgage or brokerage advice; (c) discuss, negotiate or promise prices, discounts, payment plans or other terms of a transaction; (d) show a Property as a representative of the seller or the buyer; (e) make or accept reservations, deposits or any client money; (f) hold the Sourcer out as an agent, broker or employee of Housebook, of an Affiliate, of a Local Partner or of a Developer; (g) sign any document on behalf of Housebook or an Affiliate; or (h) otherwise perform a Regulated Activity.

3.4 Independent contractor. The Sourcer acts as an independent contractor. Nothing in this Agreement creates an employment relationship, a partnership, a joint venture, a franchise or an agency in the legal sense, or gives the Sourcer authority to bind Housebook or an Affiliate. Neither party is exclusive to the other: the Sourcer may work with other platforms and clients, and Housebook may engage other sourcers, provided that the Sourcer does not use Housebook’s Confidential Information (clause 16) for other purposes.

3.5 No minimum volumes, no guarantees. The Sourcer is not obliged to hand over any minimum number of Clients. Housebook does not guarantee that any Handover will be accepted, that any transaction will complete or that the Sourcer will earn any amount. Nothing on the Platform is an offer of employment or a promise of income.

3.6 Standards of conduct. The Sourcer shall act honestly and in good faith towards Clients and Housebook, comply with the Applicable Law of the Sourcer’s own country and, to the extent it applies to the Sourcer’s actions, of the country of the Property, complete the training modules that Housebook designates as mandatory before the first Handover, and keep the Sourcer’s knowledge of the Platform rules up to date.

4. Registration, verification and the Partner Cabinet

4.1 Registration data. On registration the Sourcer provides at least: name (or company name), e-mail address and telephone number, country of residence (or incorporation), type of participant, date of birth or confirmation of age, and, if applicable, the inviter code. The Sourcer shall keep this data accurate and update it in the Cabinet within ten (10) Business Days of any change.

4.2 Progressive Verification. Housebook requests documents step by step, before the action or payout for which they are needed, and not before. Depending on the action, the country pair and the amount involved, Verification may include: (a) identity verification by a government-issued identity document and liveness check through a third-party provider; (b) screening against Sanctions and politically-exposed-person lists; (c) proof that the bank or payment account is held in the Sourcer’s own name; (d) a self-certification of tax residence with a taxpayer identification number and, where required, tax forms of the Sourcer’s or Housebook’s jurisdiction; (e) a licence or registration where the Country Policy requires it; (f) for legal entities, incorporation documents, details of directors and beneficial owners, and evidence of authority. Until the requested Verification step is completed, the corresponding Handover, network credit or payout is withheld and the reason is shown in the Cabinet. Housebook does not make payouts to unverified accounts. Sanctions and politically-exposed-person screening of the Sourcer is repeated periodically for as long as the Sourcer receives payouts and is re-run immediately before the release of each payout (clause 9.6(d)).

4.3 Account security. The Sourcer holds one account, keeps the credentials confidential, does not allow any other person to use the account and is responsible for all actions performed through it until Housebook is notified of a compromise. The Sourcer shall notify Housebook without delay of any suspected unauthorised access.

4.4 Cabinet as system of record. The Cabinet shows, for each Handover, the Handover Record, the external status, the applicable client category and Compensation Plan version, the Protection Period countdown and the money view separated into “expected”, “accrued”, “awaiting payout”, “deferred”, “paid” and “reversal”. The Cabinet and Housebook’s system logs are the authoritative source of the facts of the Programme and constitute conclusive evidence of them, absent manifest error established under clause 11.

4.5 Account statuses. Housebook may place the account in a limited, restricted or suspended status pending screening, Verification, a compliance case or a dispute. The external reason is shown in the Cabinet to the extent the law allows Housebook to disclose it. A limited or restricted status suspends the affected actions or payouts only; it does not erase Handover Records or Accrued Amounts.

4.6 Training. Housebook provides short training modules on how a Handover is counted, what the Client sees and how statuses are read. Housebook may make completion of designated modules a condition of the first Handover or of specific Handover channels.

5. Client Handover, attribution and Protection Period

5.1 Handover channels. A Client may be handed over only through the Platform, by one of the following channels: (a) the Sourcer’s personal client link containing the Sourcer’s six-character client code; (b) a property selection generated on the Platform and sent to the Client; (c) the Handover form in the Cabinet with a choice of the country of the Property; or (d) a programmatic (API) handover, available only under a separate written addendum. Contacts communicated outside the Platform (by messenger, telephone, e-mail or in person) are not Handovers and create no attribution.

5.2 Minimum data and Client consent. A Handover must contain at least the data listed in Schedule 2. Before the Handover the Sourcer shall inform the Client that the Client’s data will be transferred to Housebook in the United Arab Emirates and to a Local Partner in the country of the Property, refer the Client to Housebook’s privacy notice and obtain the Client’s consent in the wording of Schedule 2 or in equivalent wording. The Sourcer confirms the consent in the Handover form. Housebook provides its own privacy notice to the Client at the first contact after the Handover. Housebook may verify the consent directly with the Client by a confirmation message and may refuse or cancel a Handover for which consent is not confirmed.

5.3 Checks at Handover. On submission the Platform checks, among other things, that the contact data are valid and reachable, that the Client is not the Sourcer or a person acting for the Sourcer, that the pair “country of residence of the Sourcer - country of the Property” is permitted by the Country Policy, that the Handover is not a duplicate, that no existing relationship excludes attribution (clause 5.6) and that consent has been confirmed. A Handover that fails a check is rejected or placed into review, and the reason is shown to the Sourcer immediately.

5.4 Handover Record. When a Handover is accepted, the Platform creates an immutable Handover Record containing: the time stamp (UTC), the Sourcer’s account identifier, the canonical identifier of the Client, the country of the Property, the channel, the client readiness category established by the Platform’s qualification (clause 7.3), the version of the Compensation Plan and of the Country Policy applicable to the Handover, and the end date of the Protection Period. The Sourcer’s initial share category and the applicable Compensation Plan version are fixed on the Handover Record and are not revised retrospectively; the final share is determined under clause 7.3. A Handover Record may be corrected only (a) by a decision under clause 11, or (b) by a documented correction with a stated reason and an identified approver; a correction creates a new version of the record and never deletes the original. If amounts were accrued under the original version, adjusting entries are made without rewriting the financial history.

5.5 Attribution rule: first verified Handover. A Client is attributed to the Sourcer whose Handover of that Client (identified by the canonical identifier built from the normalised telephone number and/or e-mail address supplied under Schedule 2, matched on whichever contact channels the compared Handovers have in common) was first accepted by the Platform within the attribution scope defined by the Country Policy. A visit to the Platform through a personal client link is remembered for thirty (30) days; a subsequent visit through another partner’s link within that period does not overwrite the first mark, and a request submitted by the Client within the period is attributed to the first link. Where two Handovers are submitted simultaneously, the Platform assigns the attribution atomically to the first accepted claim; the other claim is recorded with a reason and a dispute route and does not create a second attribution.

5.6 Existing Clients. No attribution arises, and no Sourcer Fee is payable, where at the time of the Handover the Client (a) is already registered on the Platform as a client of Housebook, of an Affiliate, of a Local Partner or of another partner for the same country of the Property within the Lookback Window; (b) has already been registered with the relevant Developer as a client of Housebook or of a Local Partner; or (c) is party to an active transaction through the Platform. The Sourcer is informed with a reason and may raise a dispute under clause 11. A shared telephone number or e-mail address alone is not treated as proof that two persons are the same Client.

5.7 Evidence hierarchy. If two or more partners claim the same Client, the claims are ranked by the strength of the recorded evidence, from the strongest to the weakest: (i) a Handover through an official Platform channel, including a signed programmatic (API) handover and a Handover Record created in the Cabinet; (ii) a server-side click identifier recorded by the Platform, including click-to-messenger identifiers; (iii) a referral code or personal link recorded for the Client; (iv) a permissible device or cookie signal; (v) a household relationship agreed with and recorded by Housebook; (vi) an audited transfer of the Client between markets recorded by the Platform. A confirmed registration of the Client with the Developer through the Platform corroborates the record to which it relates. The first-touch, last-touch and Lookback Window rules applied to these records are set by the Country Policy and the Compensation Plan. Oral statements, screenshots of private correspondence and communications outside the Platform are not evidence of attribution. The losing claim remains in the history of the Client but does not create a second attribution or a second share.

5.8 Protection Period. The Protection Period is three hundred and sixty-five (365) days from the time stamp of the Handover Record; the remaining days are shown in the Cabinet. Each transaction Contracted by the Client within the Protection Period extends it to three hundred and sixty-five (365) days after the date on which that transaction was Contracted, where that date is later than the current end of the Protection Period (the bonus year); the extension is made automatically and recorded on the Handover Record. While the Protection Period of a Client runs, a Handover of the same Client by another Sourcer is rejected with the reason that the Client is locked to another agent until the stated date; the identity of the first Sourcer is not disclosed. A Qualifying Transaction that is Contracted within the Protection Period entitles the Sourcer to Personal Commission even if completion and Confirmed Receipt occur after its expiry. Expiry of the Protection Period does not close the Handover automatically: a Handover may be closed only by a Housebook officer with a stated reason. Where a transaction is demonstrably in progress at expiry, Housebook may extend the Protection Period, and the extension is recorded on the Handover Record. Housebook is under no obligation to extend.

5.9 Change of country or Property. If the Client, after the Handover, chooses a Property in another country, the attribution follows the Client subject to the Country Policy for the new pair; if the new pair is closed, the Handover status is changed with a stated reason and no Sourcer Fee is payable for that country.

5.10 Change of Local Partner. Re-assignment of the Client to another Local Partner does not affect the Sourcer’s attribution or share category.

5.11 Right to decline or close a Handover. Housebook may decline, close or re-route a Handover with a stated reason, in particular where no Local Partner is available for the country, where the Client is unresponsive or has withdrawn consent, where the Client or the Handover does not pass compliance checks, or where the Handover breaches this Agreement. No Sourcer Fee arises from a declined Handover.

5.12 One person, one role, one share. For a given transaction a person receives one share only, corresponding to the role actually performed. If the Sourcer, a person related to the Sourcer or an entity under common control also acts as Local Partner or is connected with the Developer for the same transaction, the sourcing share is payable in addition to the closing share only where the introduction is independently confirmed by the Platform’s records; otherwise the sourcing share accrues to Housebook. Undisclosed related-party arrangements are a material breach (clause 12).

6. Execution of transactions by Local Partners

6.1 Routing. Housebook routes an accepted Handover to a Local Partner selected by the Platform on the basis of the country, language, specialisation, budget, workload, response speed and quality record. The Sourcer has no right to select a Local Partner and, unless Housebook enables direct communication, shall not contact the Local Partner outside the Platform about the Client.

6.2 Local Partner’s duties. The Local Partner’s response times, duties and remuneration are governed by the Local Partner’s own agreement with Housebook. Housebook monitors compliance and shows the Sourcer the external status of the Client from a closed list of statuses; the Sourcer does not receive the correspondence between the Local Partner and the Client.

6.3 Not a party to the transaction. Neither Housebook nor the Sourcer is a party to the sale, lease or investment agreement between the Client and the Developer. Housebook does not guarantee the performance of the Local Partner or of the Developer. The Sourcer’s only entitlement in respect of a transaction is the Sourcer Fee, and only if Confirmed Receipt occurs.

6.4 No interference. The Sourcer shall not interfere in the transaction, contact the Developer about it, advise the Client on its terms or attempt to redirect the Client to another intermediary. The Sourcer may maintain the Sourcer’s own general relationship with the Client and may relay to Housebook any question or concern of the Client through the Cabinet.

6.5 Registration with the Developer. Registration of the Client with the Developer, where the Developer’s process requires it, is performed by the Platform or by the Local Partner, and the confirmation is stored in the Handover history.

7. Personal Commission

7.1 Single trigger. The right to Personal Commission arises solely upon Confirmed Receipt of Commission for a Qualifying Transaction attributed to the Sourcer. No Personal Commission is due for a registration, an invitation, a click, a Handover as such, a reservation, the signature of any document by the Client or a payment made by the Client to the Developer.

7.2 Calculation. For each Receipt Lot, Personal Commission is calculated as: Distributable Base × (1 - Platform Share) × the final share determined under clause 7.3, that is, the share applied to the Distributable Remainder. A Network Pool set aside under clause 8.2 comes out of the Platform Share and does not reduce the Distributable Remainder or the Personal Commission. Where Commission is received in several tranches, Personal Commission accrues per tranche in the same proportion. The composition of the Distributable Base and the applicable deductions are those of the Compensation Plan version fixed on the Handover Record and are shown to the Sourcer with each accrual on the page “Why this amount”.

7.3 Client readiness categories, initial share and final share. At the Handover the Platform establishes the readiness of the Client on the basis of the information provided (budget, timeline, purpose, responsiveness) and assigns one of the categories of the Compensation Plan (as at the Effective Date: confirmed readiness, medium readiness, first contact). The category and the underlying score are fixed on the Handover Record, are visible to the Sourcer with their components and are not recalculated if the rules change later. The category at the Handover determines the initial share of the Sourcer in the Distributable Remainder as set in Schedule 1; the initial share is the highest share the Sourcer can receive for that Handover. The final share is fixed when the Handover becomes a Closed Request, on the evidence recorded by the Platform up to the cut-off set in the Country Policy (as at the Effective Date, seven (7) days before the Confirmed Receipt), and applies to every Receipt Lot of the transaction. The final share is lower than the initial share, to the benefit of the Local Partner, only where objective evidence of the Client’s behaviour held by the Platform (a document, a Platform event, a message of the Client in a Platform channel or a transcript of a call) shows that the Client was less ready than assessed at the Handover and that evidence comes from at least two independent sources or from one document or Platform event, or by a documented correction under clause 5.4(b). The time spent, the number of calls or the volume of messages of the Local Partner, statements of the Local Partner about the Client, and silence of the Client where the Local Partner has not made contact attempts recorded by the Platform do not reduce the share. Without confirmation by a person independent of both the Sourcer and the Local Partner the share moves down by no more than one category. Every change, with its evidence, is shown to the Sourcer on the page “Why this amount”. The Sourcer may dispute the category and the final share under clause 11 within the dispute window.

7.4 Currency and exchange rate. Personal Commission is fixed in United States dollars (USD) at Confirmed Receipt. Commission received in another currency is converted at the rate applied by Housebook’s bank or payment provider on the value date of receipt, which is recorded with the Receipt Lot. Subsequent currency movements do not change the fixed amount; conversion at payout is governed by clause 9.5.

7.5 Paying entity. The Sourcer Fee is paid, on behalf of Housebook, by HOUSEBOOK REAL ESTATE L.L.C. (commercial licence No. 1128098, licensed real estate brokerage) as the paying entity of record as at the Effective Date, or by Housebook itself, or, where the Country Policy requires payment through a licensed local channel, through a Local Partner acting as a licensed gateway. Payment by any such entity discharges Housebook’s payment obligation under this Agreement to the same extent as if made by Housebook itself; Housebook remains liable to the Sourcer for the Sourcer Fee. Where the Commission is received by an Affiliate, “Confirmed Receipt” refers to receipt by that Affiliate. Housebook notifies the Sourcer through the Cabinet of any change of the paying entity of record.

7.6 Legal impossibility of payment. Housebook does not make a payment that would be unlawful in the country of the Property, in the United Arab Emirates or in the country of the Sourcer. If, after a Handover, a change in law or in the Country Policy makes a payment to the Sourcer unlawful, the amount is kept on the deferred balance with a stated reason and a review date and is released when a lawful channel becomes available. Housebook uses reasonable efforts to identify a lawful channel and is not liable for a delay or non-payment caused by such legal impossibility.

7.7 Minimum platform fee. Where the Compensation Plan provides a minimum Platform Share per transaction expressed as a fixed amount, the Distributable Remainder is calculated after that minimum where the percentage Platform Share would otherwise be lower than it. The minimum amount is shown in the Cabinet before the Handover, is fixed on the Handover Record and is not increased afterwards.

7.8 Non-payment by the Developer. Housebook uses reasonable commercial efforts to collect Commission due for a Qualifying Transaction and shows the collection status in the Cabinet. If Commission has not been received within thirty-six (36) months after completion of the Qualifying Transaction, the parties discuss in good faith how to resolve the position; Housebook is not obliged to pay a Sourcer Fee from its own funds before Confirmed Receipt, and is not liable for a Developer’s failure to pay.

8. Network Shares (referral levels)

8.1 Invitation link and Levels. Each Sourcer has an invitation link with an eight-character code. A partner who registers through it becomes the Sourcer’s Level 1; that partner’s invitees become Level 2, and so on down to Level 5. The sponsor relationship is fixed at registration, a partner has one active sponsor only, and the relationship may be changed only by a documented correction. Registration of a sixth or further generation is not blocked, but no Network Share is credited beyond Level 5.

8.2 Network Pool. Where a Closed Request has an invitation chain, Housebook sets aside, out of its Platform Share, a Network Pool equal to the percentage of the Distributable Base set in the Compensation Plan (as at the Effective Date: 5% of the Distributable Base, so that Housebook retains 15% instead of 20%). The Network Pool does not reduce the Distributable Remainder, the Personal Commission or the Local Partner’s share. The Network Pool is credited up the chain of the partner who handed over the Client: as at the Effective Date, 70% to Level 1, 20% to Level 2, 5% to Level 3, 3% to Level 4 and 2% to Level 5. The share of an empty Level does not pass to other participants and is allocated to Housebook’s fund for prizes, motivation and events of the Network; no compression of the chain takes place.

8.3 Conditions for Network Shares. A Network Share is credited only upon Confirmed Receipt of the Commission for the underlying Closed Request. Level 1 Network Shares are payable subject to the Country Policy (as at the Effective Date, always, except in countries closed on all levels). Level 2 to 5 Network Shares are payable only when, at the time of the snapshot for the relevant Closed Request, (a) the Country Policy for the country of the Property and for the relevant Level is open, and (b) the Sourcer is Active. Where either condition is not met, the amount is recorded as deferred with a stated reason and a review date, is not an Accrued Amount and is released only when both conditions are met at a review. Housebook reviews deferred amounts at the intervals set in the Compensation Plan and at least once in each calendar quarter. A deferred Level 2 to 5 Network Share that has not matured within twenty-four (24) months after the Confirmed Receipt to which it relates lapses, but only after Housebook has given the Sourcer thirty (30) days’ notice and a reasonable opportunity to satisfy the condition in sub-clause (b).

8.4 No payment for recruitment. Nothing is paid for the registration of an invited person, for the size of the Network, for the number of invitations or for any purchase by the Sourcer or by invitees. No rank, bonus or eligibility depends on the number of persons recruited. The Sourcer shall not promise income to prospective invitees, use statements of the type “invite N people and earn X”, or present the Programme as an investment or as an income opportunity based on recruitment.

8.5 Indicative figures are not entitlements. Any figure shown in the Cabinet for Levels 2 to 5 before the conditions of clause 8.3 are met, or for any Level in a country where the Country Policy restricts Network Shares, is a preliminary calculation and not a debt. A position in the Network and a preliminary calculation do not guarantee an entitlement; an entitlement arises only when the Platform confirms eligibility.

8.6 Privacy in the Network. The Sourcer does not receive the identity of persons above the Sourcer in the Network or the Sourcer’s own Level number in another partner’s Network. The Sourcer sees invitees of the Sourcer’s own Network with the limited data set shown in the Cabinet and shall not use it for any purpose other than the Programme.

8.7 Preservation of the Network. The structure of the Network is preserved regardless of the Sourcer’s activity. Inactivity only defers Level 2 to 5 Network Shares under clause 8.3; it does not remove invitees from the Network. Termination of this Agreement is governed by clause 17.

8.8 Changes to Network Shares. Housebook may change the Network Pool parameters or discontinue Network Shares for future Handovers by an amendment under clause 19. The Compensation Plan version fixed on a Handover Record governs the Network Shares of that Handover.

9. Accrual, Hold Period and payout

9.1 Money statuses. Amounts pass through the following statuses: “expected” (a forecast after the transaction is Contracted; not a debt), “accrued” (after Confirmed Receipt and confirmation of eligibility), “awaiting payout” (during the Hold Period and until the next payout cycle), “paid”, and, where applicable, “deferred” (clause 8.3 and clause 7.6) and “reversal” (clause 10). Each status shows its reason and, where relevant, its review date.

9.2 Eligibility confirmation. Before an amount becomes an Accrued Amount, the Platform confirms that: the Handover Record is valid; the transaction is a Qualifying Transaction; Confirmed Receipt has occurred; the Country Policy permits the payment for the relevant pair, channel and Level; the Sourcer’s role and (where required) licence were valid at the date of the introduction; and no fraud, compliance or dispute case blocks the amount. Where confirmation is refused, the reason is shown and clause 11 applies.

9.3 Hold Period. An Accrued Amount is held for the Hold Period to cover a possible cancellation of the transaction or refund of the Commission. If no reversal occurs by the end of the Hold Period, the amount matures into the next payout cycle. The Compensation Plan may set a different Hold Period or a holdback for specific transaction types (for example, off-plan sales with commission paid in instalments), which is shown in the Cabinet before the Handover.

9.4 Payout cycle and Minimum Payout. Payouts are made in monthly cycles. Matured amounts equal to or above the Minimum Payout are paid within fifteen (15) Business Days after the close of the cycle, provided the conditions of clause 9.6 are met. Amounts below the Minimum Payout are carried forward and accumulate without expiry. The Compensation Plan may set a higher threshold for payouts made by international bank wire, where fixed transfer charges would otherwise consume a disproportionate part of the amount; the threshold applicable to the Sourcer’s payout method is shown in the Cabinet.

9.5 Method, currency and costs. Payouts are made by bank transfer or through a licensed payment provider to an account held in the Sourcer’s own name (or, for a legal entity, in the entity’s name). Payments in cash, in crypto-assets, to third-party accounts or through nominees are not made. The obligation is denominated in USD; where the payout is made in another currency, conversion is at the rate of Housebook’s bank or provider on the payout date. Housebook bears the fee charged by its own bank or provider for the outgoing transfer; intermediary and beneficiary bank charges, currency conversion spreads and any charges of the Sourcer’s bank are borne by the Sourcer and are shown in the Cabinet before the payout where known.

9.6 Conditions of payout. A payout is made only if, at the time of release: (a) Verification required for the amount is complete; (b) the tax self-certification and any required tax forms are on file; (c) the bank account has been verified as the Sourcer’s own and at least seven (7) days have passed since the last change of payment details; (d) no fraud, compliance, Sanctions or dispute case is open in respect of the Sourcer or the amount; (e) the Sourcer has accepted the payout statement or issued a matching invoice, or the five (5) Business Day period in clause 14.4 has expired without objection to the invoicing details of the statement, in each case without prejudice to any dispute raised or still capable of being raised under clause 11.2 in respect of the underlying amount; and (f) the payment is lawful (clause 7.6). Where a condition is not met, the amount remains “awaiting payout” with the reason shown, and no interest accrues.

9.7 Statements. Each accrual and each payout is accompanied by a statement showing the Receipt Lot, the Distributable Base and deductions, the Platform Share, the share category, the gross Sourcer Fee, any withholding, fees and the net amount, and the exchange rates applied.

9.8 Unclaimed amounts. Amounts that cannot be paid because the Sourcer has not completed Verification or has not provided valid payment details remain on the Sourcer’s balance. Housebook sends reminders to the registered contact details. Such amounts do not expire before the limitation period of the governing law, and Housebook may require a fresh Verification before releasing them.

9.9 Local rules. Compliance with currency-control, reporting and licensing rules of the country in which the Sourcer receives the payout is the Sourcer’s responsibility.

10. Reversals, set-off and recovery

10.1 Reversal events. If the Commission for a Qualifying Transaction is refunded, clawed back, cancelled or reduced, in whole or in part (including on cancellation of the transaction, default of the Client, a chargeback or an adjustment by the Developer), the corresponding Sourcer Fee is reversed pro rata by reference to the original Receipt Lot and the original calculation. A Sourcer Fee is also reversed where it was credited by mistake, in duplicate, or as a result of fraud or breach of this Agreement.

10.2 Effect of a reversal. An amount not yet paid is cancelled. An amount already paid appears in the Cabinet as a separate reversal line with its reason and date. Housebook may set off the reversed amount against any future Accrued Amounts of the Sourcer in any country. If the reversed amount is not fully recovered by set-off within six (6) months, the Sourcer shall repay the balance within thirty (30) days of Housebook’s written demand. Records of the original accrual are never deleted.

10.3 Other transactions unaffected. A reversal affects only the transaction to which it relates; Accrued Amounts for other transactions are not recalculated.

10.4 Withholding pending investigation. Where Housebook has reasonable grounds to suspect fraud, breach of this Agreement or unlawful conduct, Housebook may withhold the affected amounts pending investigation under clause 12.4, and, if the suspicion is confirmed, void them.

11. Statements, disputes and appeals

11.1 Transparency. For each Handover and each amount the Cabinet page “Why this amount” shows the components of the calculation, the client category and its score components, the applicable Compensation Plan version and the reasons for any refusal, deferral or reversal.

11.2 Raising a dispute. The Sourcer may dispute a rejection of a Handover, an attribution, a client category, an accrual, a deferral or a reversal by submitting a dispute through the Cabinet within thirty (30) days after the relevant event is shown in the Cabinet, stating the grounds and attaching the evidence. The amount in dispute is frozen for that transaction only; other transactions continue to be processed.

11.3 Review. Housebook reviews the dispute on the basis of the Platform records and the evidence hierarchy of clause 5.7, may request further information (to be provided within ten (10) Business Days) and issues a reasoned decision - “confirmed” or “rejected” - within twenty (20) Business Days of receipt of a complete dispute. Where the dispute concerns another partner, that partner’s identity and documents are not disclosed to the Sourcer, and vice versa.

11.4 Appeal. The Sourcer may appeal a decision once, within ten (10) Business Days, to Housebook’s partnership compliance function, which issues the final internal decision within twenty (20) Business Days. Thereafter clause 22 applies.

11.5 Finality of statements. A statement or decision that is not disputed within the period in clause 11.2 is deemed accepted, save for manifest error or fraud.

12. Prohibited conduct and anti-fraud

12.1 Prohibited conduct. The Sourcer shall not, directly or through any other person:

hand over the Sourcer, a person acting for the Sourcer, or a person whose purchase is in substance the Sourcer’s own (self-referral), or split one purchase between roles or accounts to obtain more than one share;

create or use more than one account, an account in a nominee’s name, or circular invitation structures (“A invites B, B invites A”), or back-date or manipulate the inviter code;

conceal that the Sourcer and another participant in the same transaction (Local Partner, invitee, Client) are the same person, spouses or civil partners, close relatives (parent, child, sibling) or entities under common control. Relatives and spouses may take part in the Programme, and a Client who is the Sourcer’s spouse, civil partner, parent, child or sibling, or an entity controlled by any of them, may be handed over only where the relationship is disclosed to Housebook in the Handover form before the Handover; Housebook may decline or condition such a Handover, no person may receive two shares for one transaction, and a Handover of such a Client made without disclosure is void and no Sourcer Fee is payable in respect of it;

take part in the Programme in respect of Properties of a Developer of which the Sourcer is an employee, officer or agent;

hand over persons who have not consented, or data obtained by purchase, scraping, unlawful access or from a database the Sourcer has no right to use; hand over fabricated, duplicate or non-existent Clients; misrepresent the readiness, budget or identity of a Client;

collude with a Local Partner, a Developer or another partner to create a fictitious commission event, to divert a Client from the Platform, or to share a fee in circumvention of the Compensation Plan;

induce a Client, a Local Partner or a Developer to complete or repeat a transaction outside the Platform, or otherwise circumvent Housebook, during the Protection Period and for twenty-four (24) months after the Handover;

send unsolicited electronic messages, calls or advertising in breach of Applicable Law, or use pressure, deception or misleading statements towards Clients or invitees;

publish or communicate personal rates of the Compensation Plan, make unverified statements about income or lifestyle achievable through the Programme, or publish any public material about income without Housebook’s prior approval;

use Housebook’s name, trademarks or materials except as permitted by clause 16, register domain names, social-media accounts or trademarks containing “Housebook”, or bid on Housebook brand terms in paid search;

offer, promise or give anything of value to a Client, a Developer’s employee, a bank employee, a public official or any other person to obtain or reward a transaction (clause 13.5);

use the Platform or the Programme in connection with Sanctions, money laundering, terrorist financing, tax evasion or any other unlawful purpose.

12.2 Detection. Housebook operates automated and manual controls and may open a fraud review on risk signals such as matching identifiers, devices, addresses, bank accounts or tax numbers across accounts or Levels, abnormal velocity, duplicate submissions, fake consent, refund patterns or collusion. A review does not by itself cancel a lawful Handover; it suspends the affected amounts pending a decision.

12.3 Consequences. Depending on the severity and evidence, Housebook may: issue a warning; place the account into a restricted status; void the affected Handover Records and Sourcer Fees; reverse and recover amounts under clause 10; suspend or terminate the Agreement under clause 17; remove the Sourcer from the Networks concerned; and report to competent authorities. The measures are applied on the basis of a reasonable determination supported by the Platform records and may be appealed under clause 11.4. Where the law restricts disclosure of the underlying grounds, Housebook gives an external reason code only.

12.4 Cooperation. The Sourcer shall provide, within ten (10) Business Days of a request, the evidence that Housebook reasonably requires for a review, including evidence of the Client’s consent and of the Sourcer’s communications with the Client through the Platform.

13. Compliance: licensing, sanctions, anti-bribery, AML

13.1 Licensing. The Sourcer confirms that under the law of the Sourcer’s country of residence the activity described in clause 3 (passive introduction for a success-based fee, without brokerage, advice or negotiation) does not require a licence or registration, or that the Sourcer holds the required licence or registration and has uploaded it to the Cabinet. The Sourcer shall not perform a Regulated Activity. Housebook determines, through the Country Policy, for which country pairs a Handover is permitted, whether a payment must be routed through a licensed local channel and which Levels are open; the Sourcer acknowledges that in certain countries the law prohibits payment of any fee to an unlicensed person for introducing a buyer of local Property (as at the Effective Date, for example, Property in the United States of America), and that the Platform will not permit a Handover for such pairs. For Property located in the United Arab Emirates, the Sourcer acknowledges that real estate brokerage is reserved to licensed brokers (in Dubai, under Law No. 7 of 2006 and Bylaw No. 85 of 2006 and the rules of the Real Estate Regulatory Agency): Personal Commission is payable to the Sourcer only for an introduction strictly within the limits of clause 3, the brokerage activity itself being performed exclusively by the Local Partner; the Sourcer shall not hold out or act as a real estate broker in the United Arab Emirates, and Housebook may withhold or decline a payment where it reasonably considers that the Sourcer’s conduct in relation to a transaction has exceeded passive introduction.

13.2 Advertising of Property. The Sourcer shall not publish advertisements of specific Properties in the Sourcer’s own name where local law requires an advertising permit or a broker’s licence (including in the Emirate of Dubai), and shall use only the links, selections and materials generated or approved by Housebook, which carry the required permits.

13.3 Sanctions. The Sourcer represents that neither the Sourcer nor any person acting for the Sourcer is a designated person under Sanctions, and undertakes not to hand over Clients whom the Sourcer knows or ought reasonably to know to be designated persons. Housebook may freeze accounts and amounts, refuse Handovers and payouts and terminate the Agreement to comply with Sanctions, without liability.

13.4 Anti-money-laundering. HOUSEBOOK REAL ESTATE L.L.C., as the Affiliate licensed for real estate brokerage, is subject to the anti-money-laundering and counter-terrorist-financing laws of the United Arab Emirates applicable to designated non-financial businesses and professions, including registration and reporting through the goAML system where required; Housebook and its other Affiliates apply the same standards throughout the Programme and support that compliance function. The Sourcer shall cooperate with Verification and customer due diligence, shall not accept or transmit any funds from or for a Client, and shall not knowingly introduce a Client whose funds derive from crime. Housebook may decline a Client, suspend a transaction or delay a payout in order to comply with such laws and shall not be obliged to give reasons where the law prohibits disclosure.

13.5 Anti-bribery. The Sourcer shall comply with all applicable anti-bribery and anti-corruption laws, including the UK Bribery Act 2010 and the criminal law of the United Arab Emirates, and shall have in place reasonable procedures to prevent bribery by persons acting for the Sourcer. The Sourcer shall not offer, give, request or accept any improper advantage in connection with the Programme and shall promptly report to Housebook any request for such an advantage.

13.6 No pyramid or investment scheme. The Programme pays only from commission on real transactions with Property. The Sourcer shall not describe the Programme as a scheme in which income is derived from recruitment or from payments by participants.

13.7 Audit. Housebook may verify the Sourcer’s compliance with this clause and clause 15 by requesting documents and consent records, and the Sourcer shall provide them within ten (10) Business Days.

14. Taxes

14.1 Sourcer’s taxes. All amounts under this Agreement are stated exclusive of value added tax or similar indirect taxes. The Sourcer is solely responsible for all taxes, social-security contributions, registrations, invoices, declarations and filings that apply to the Sourcer’s income in the Sourcer’s country of residence or elsewhere (including income tax, tax on self-employed or business income and VAT), and shall indemnify Housebook against any such tax assessed on Housebook in respect of the Sourcer. Housebook does not provide tax advice.

14.2 Withholding. As at the Effective Date the United Arab Emirates does not levy withholding tax on payments by Housebook to non-resident Sourcers. If any law requires Housebook or the paying entity to withhold or deduct tax from a payment to the Sourcer, the amount withheld is treated as paid to the Sourcer, and Housebook provides the available certificate of withholding. Where tax is withheld by the Developer’s country on the Commission itself, the withholding is a deduction of the Distributable Base and is borne pro rata by all parties to the split; the certificate, where available, is shown with the Receipt Lot.

14.3 VAT. If the Sourcer is registered for VAT in the United Arab Emirates and the Sourcer’s services are subject to UAE VAT, the Sourcer’s invoice shall show the VAT separately and Housebook pays the VAT properly invoiced. For Sourcers outside the United Arab Emirates, Housebook accounts for any UAE VAT due under the reverse-charge mechanism; no VAT is payable to the Sourcer. The Sourcer confirms its VAT status in the Cabinet and updates it on any change.

14.4 Payout statement and invoices. For each payout Housebook (or the paying entity) issues a payout statement in the Cabinet that matches the statement under clause 9.7. For a Sourcer who is not registered for VAT, the payout statement, accepted by the Sourcer in the Cabinet or not objected to within five (5) Business Days, serves as the record of the Sourcer’s fee and as the invoice for the purposes of this Agreement. A Sourcer that is a legal entity or is registered for VAT issues its own invoice, which must match the statement in legal obligor, payee, amount, period and currency; where both parties are registered for UAE VAT, Housebook may instead issue self-billed tax invoices under a separate self-billing agreement. Acceptance of, or failure to object to, a payout statement confirms only its invoicing details (legal obligor, payee, amount, period and currency); it does not shorten or waive the Sourcer’s right to dispute the underlying accrual, deferral or reversal under clause 11.2.

14.5 Tax forms. Before the first payout and on any change, the Sourcer provides a self-certification of tax residence with a taxpayer identification number and, where applicable, a tax residency certificate, a US Form W-8BEN / W-8BEN-E or W-9, or any equivalent form that Housebook or the paying entity is required to collect.

14.6 Permanent establishment. The Sourcer acts independently, in the ordinary course of the Sourcer’s own activity, and has no authority to conclude contracts in the name of Housebook or an Affiliate; nothing in this Agreement is intended to create a permanent establishment of Housebook or of an Affiliate in the Sourcer’s country.

15. Personal data

15.1 Applicable rules. Personal data are processed in accordance with the UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data and its executive regulations (“PDPL”), and, where applicable to a Sourcer or a Client located in the European Economic Area or the United Kingdom, the EU General Data Protection Regulation and the UK GDPR (“GDPR”), and other Applicable Law on data protection.

15.2 Roles in relation to Client data. The Sourcer determines the purposes and means of collecting a Client’s data before the Handover and is an independent controller for that collection. From the Handover, Housebook (with its Affiliates) is a controller of the Client’s data for the purposes of the Programme and of the transaction, and the Local Partner is a separate controller for the execution of the transaction in the country of the Property. The Sourcer is not a processor of Housebook. To the extent that Applicable Law treats Housebook and the Sourcer as joint controllers of the collection of the Schedule 2 data because Housebook prescribes the data fields and the consent wording, the allocation of responsibilities in this clause 15 constitutes the arrangement between them: Housebook is the contact point for Clients and provides the information required by law after the Handover, and the Sourcer is responsible for the lawfulness of the collection, the Client’s consent and its evidence, and the security of the data until the Handover.

15.3 Sourcer’s obligations regarding Client data. The Sourcer shall: (a) collect Client data lawfully, fairly and transparently, and only the data listed in Schedule 2; (b) before the Handover inform the Client of the identity of Housebook, of the transfer of the data to the United Arab Emirates and to a Local Partner in the country of the Property, of the purposes of the transfer and of Housebook’s privacy notice, and obtain the Client’s consent in the wording of Schedule 2 or in equivalent wording; (c) keep evidence of the consent for three (3) years and provide it to Housebook within five (5) Business Days of a request; (d) not hand over special categories of data (health, religion, biometrics, criminal records) or copies of identity documents unless Housebook requests them for a specific transaction through the Platform; (e) transfer Client data only through the Platform, never by unsecured channels; (f) inform Housebook without delay if the Client withdraws consent or objects; (g) notify Housebook within forty-eight (48) hours of any personal data breach affecting Client data in the Sourcer’s possession; and (h) not use the data of Clients handed over by other partners, of Local Partners or of invitees for any purpose other than the Programme.

15.4 Processing of the Sourcer’s own data. Housebook is the controller of the Sourcer’s personal data processed for the Programme. The purposes, legal bases, categories of data, recipients (Affiliates, Local Partners to the extent necessary for a Handover, identity-verification and payment providers, banks, auditors, professional advisers and competent authorities), international transfers, retention periods and the Sourcer’s rights are described in the Privacy Notice for Partners and in the Sourcer Personal Data Consent (Schedule 3), which the Sourcer confirms having read before Acceptance. Where the PDPL or the GDPR requires consent for a specific processing (in particular identity verification with biometric liveness check, transfers outside the United Arab Emirates and marketing communications), the Sourcer gives that consent separately in the Cabinet through the form in Schedule 3 and may withdraw it at any time with effect for the future. Withdrawal of a consent required for Verification or payout has the consequence that the corresponding action or payout cannot be performed.

15.5 Disclosure of the Sourcer to Clients and Local Partners. The Sourcer agrees that the Sourcer’s name (or company name) and country may be shown to the Client and to the Local Partner as the source of the Handover, and that the invitee list of the Sourcer’s Network may show the Sourcer’s name to the Sourcer’s sponsor as permitted by clause 8.6. Housebook or the Local Partner may disclose to the Client and to the Developer the existence, but not the amount, of the Sourcer’s remuneration where the law or transparency rules of the country of the Property so require.

15.6 Retention. Handover Records, ledger entries, Verification records, consent records and statements are retained for the duration of the Agreement and for at least seven (7) years after the last transaction or payout, as required by UAE commercial, tax and anti-money-laundering laws, and may not be deleted at the Sourcer’s request during that period. Closure of the account does not delete the financial and audit history.

15.7 Data subject rights and contact. The Sourcer may exercise the rights of access, rectification, erasure, restriction, objection, portability and withdrawal of consent, and may lodge a complaint with the UAE Data Office or, where applicable, with the supervisory authority of the Sourcer’s country, by contacting Housebook at the address in clause 23. Housebook answers within thirty (30) days; where a request is complex or several requests are made together, Housebook may extend this period once, by up to a further thirty (30) days, notifying the Sourcer of the extension and its reason within the initial period.

16. Confidentiality, intellectual property and marketing

16.1 Confidential Information. The Sourcer shall keep confidential and use only for the Programme: the personal rates and parameters of the Compensation Plan shown to the Sourcer, the data of Clients, Local Partners, invitees and transactions, the content of the Cabinet, statements, dispute materials, non-public materials and any information marked or reasonably understood as confidential. The obligation does not apply to information that is public through no fault of the Sourcer, that the Sourcer lawfully held before, or that must be disclosed by law (in which case the Sourcer informs Housebook where lawful). The obligation continues for three (3) years after termination and, for personal data, indefinitely.

16.2 Intellectual property. The Platform, its software, databases, content, trademarks (including “Housebook”), designs and materials are owned by HOUSEBOOK INVESTMENT L.L.C. or its licensors. Housebook grants the Sourcer a limited, non-exclusive, non-transferable, revocable licence, for the term of the Agreement, to use the Sourcer’s personal links, property selections and materials approved by Housebook solely for the purpose of Handovers and invitations. The Sourcer shall not modify the materials, remove notices, or create derivative works, and shall remove any material within twenty-four (24) hours of Housebook’s request.

16.3 Marketing rules. In any communication about Housebook the Sourcer shall: state truthfully that the Sourcer is an independent partner and not Housebook’s employee or agent; not make claims about prices, returns, guarantees or availability of Property beyond the approved materials; not make claims about income from the Programme; not publish personal rates; comply with advertising, consumer-protection and anti-spam laws of the country in which the audience is located; and obtain Housebook’s prior written approval for any public material that mentions income, that uses Housebook’s marks beyond the approved templates, or that is directed at a country with advertising permits (clause 13.2). Housebook may monitor public communications, require corrections and, on repeated breach, suspend the account.

16.4 Aggregated data. Housebook may use anonymised or aggregated data derived from the Sourcer’s activity for analytics, product development and reporting.

17. Term, suspension and termination

17.1 Term. The Agreement enters into force on Acceptance and continues for an indefinite period.

17.2 Termination for convenience. Either party may terminate the Agreement at any time on thirty (30) days’ written notice, given by the Sourcer through the Cabinet function or by e-mail, and by Housebook by notice under clause 20.

17.3 Suspension and termination for cause. Housebook may suspend the Agreement (in whole or for specific actions) with immediate effect pending investigation, and may terminate it with immediate effect by notice, if: (a) the Sourcer commits a material breach, including any breach of clauses 3.3, 12, 13, 15 or 16; (b) the Sourcer provided false information or fails to complete a requested Verification within ninety (90) days; (c) continuation would breach Sanctions, anti-money-laundering rules or another Applicable Law, or a competent authority so requires; (d) the Sourcer becomes insolvent, loses legal capacity or, if a legal entity, is dissolved; or (e) the Sourcer’s conduct damages or is likely to damage the reputation of Housebook, its Affiliates, Local Partners or Developers. Suspension shows a reason in the Cabinet to the extent the law allows.

17.4 Discontinuation of the Programme. Housebook may discontinue the Programme or the Sourcer role in a country on sixty (60) days’ notice; the notice is treated as a termination for convenience by Housebook.

17.5 Effects of termination. From the effective date of termination: (a) the Sourcer may make no further Handovers, and the personal and invitation links are deactivated; (b) Personal Commission remains payable for Qualifying Transactions that are Contracted, before the effective date of termination, under Handover Records made before that date (and, in case of termination for convenience, also for transactions Contracted within the Protection Period of such Handover Records after that date), subject to Confirmed Receipt and to the conditions of clause 9; (c) Network Shares remain payable for Closed Requests whose Confirmed Receipt occurs before the effective date of termination, subject to clause 8.3; deferred amounts at Levels 2 to 5 whose conditions are not met by that date lapse, save that, in case of termination for convenience under clause 17.2 or discontinuation under clause 17.4, a deferred amount tied to a Closed Request whose Confirmed Receipt occurred before that date remains capable of maturing if the conditions of clause 8.3 are met within the twenty-four (24) month period stated in that clause; (d) in case of termination for cause, Housebook may withhold and void the Sourcer Fees connected with the breach and set off any amounts owed by the Sourcer, and pays the remaining Accrued Amounts after the Hold Period; (e) the Sourcer shall stop using Housebook’s materials and marks; (f) clauses 1, 3.3, 5.7, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17.5, 17.6, 18, 20, 21 and 22 survive termination, to the extent necessary to give effect to paragraphs (b) to (d) and for the periods stated in them; the twenty-four (24) month period in clause 12.1 runs from the relevant Handover regardless of the date of termination.

17.6 Death or incapacity. If a Sourcer who is a natural person dies or loses legal capacity, Accrued Amounts are paid to the heirs or legal representatives after Verification of their entitlement; no further Handovers or accruals arise, and the account is closed.

18. Liability

18.1 No guarantees. Housebook gives no guarantee as to the number of Handovers accepted, the availability of Local Partners, the completion of any transaction, the amount or timing of any Commission, the availability of the Platform, or any level of income.

18.2 Exclusions. To the extent permitted by law, neither party is liable to the other for any indirect or consequential loss, loss of profit, loss of business, loss of opportunity, loss of goodwill or loss of data, however arising. Housebook is not liable for acts or omissions of Clients, Developers, Local Partners, banks or payment providers. A Sourcer Fee that would have accrued but for a Processing Failure (clause 18.3) is a direct loss recoverable subject to clause 18.3 and is not excluded by this clause as loss of profit or loss of opportunity.

18.3 Cap. Housebook’s total liability to the Sourcer arising out of or in connection with this Agreement in any period of twelve (12) months, whether in contract, tort (including negligence) or otherwise, shall not exceed the total Sourcer Fees paid or payable to the Sourcer under this Agreement in the twelve (12) months preceding the event giving rise to the claim; provided that, where the claim arises from Housebook’s failure, in breach of clause 5, to process, route, record or act on a valid Handover which would, on the balance of probabilities, have resulted in a Qualifying Transaction (a “Processing Failure”), the cap applicable to that claim is instead the Sourcer Fee that would have accrued under clause 7 or clause 8, reasonably estimated by reference to the client category, the Compensation Plan version and the Country Policy that were, or would have been, fixed on the relevant Handover Record. Nothing in this Agreement excludes or limits liability for fraud or fraudulent misrepresentation, for death or personal injury caused by negligence, or for any liability that cannot be excluded by law.

18.4 Indemnity. The Sourcer shall indemnify Housebook and its Affiliates against all losses, liabilities, costs and claims of third parties (including Clients, Developers and authorities) arising from the Sourcer’s breach of clauses 3.3, 12, 13, 14, 15 or 16, from any Regulated Activity performed by the Sourcer, or from any misrepresentation by the Sourcer to a Client or an invitee.

18.5 Force majeure. Neither party is liable for a failure caused by events beyond its reasonable control, including acts of authorities, Sanctions, war, natural disasters, failures of banking or telecommunication systems; payment obligations are suspended for the duration of the event.

19. Amendments to this Offer

19.1 Procedure. Housebook may amend this Offer, the Compensation Plan and the Country Policy by publishing a new version (with its number and effective date) on the Platform and in the Cabinet and notifying the Sourcer by e-mail and by a Cabinet notification at least thirty (30) days before the effective date where the amendment reduces the Sourcer’s remuneration or extends the Sourcer’s obligations, and at least fifteen (15) days before the effective date in other cases. Amendments required by law, by Sanctions or by a competent authority may take effect immediately with notice.

19.2 No retroactive effect. Amendments apply to Handovers made on or after the effective date of the new version. The initial share category, the rule by which the final share is determined, the Compensation Plan version and the Country Policy version that apply to an existing Handover Record are not changed by an amendment, and Accrued Amounts are not recalculated. Changes to the Country Policy that make a payment unlawful are governed by clause 7.6.

19.3 Right to reject. A Sourcer who does not agree with an amendment may terminate the Agreement with immediate effect, notwithstanding the notice period in clause 17.2, by giving notice at any time before the effective date of the amendment; in that case clause 17.5 applies as for a termination for convenience and the amendment does not apply to that Sourcer. Continued use of the Platform after the effective date, or the first Handover after it, constitutes acceptance of the amended version, which is also recorded under clause 2.3.

19.4 Archive. All versions of the Offer are archived and available in the Cabinet.

20. Notices and electronic communications

20.1 Notices to the Sourcer are given by a notification in the Cabinet and by e-mail to the registered address and are deemed received on the next Business Day after sending.

20.2 Notices to Housebook are given through the Cabinet contact form or by e-mail to the address in clause 23; notices of dispute under clause 22 and legal notices shall in addition be sent by courier to the registered office in clause 23 and are deemed received on delivery.

20.3 Electronic form. The parties agree that this Agreement, its amendments, consents, statements, notices and disputes may be validly concluded, given and stored in electronic form; that, under the law of England and Wales, this Agreement is a simple contract which may be formed without a signature; that, in any event, the one-time code entered under clause 2.2 and the Cabinet actions constitute the Sourcer’s electronic signature and satisfy any requirement of writing or signature, including for evidential purposes under section 7 of the Electronic Communications Act 2000 of the United Kingdom and under the UAE Federal Decree-Law No. 46 of 2021 on Electronic Transactions and Trust Services; and that this Agreement is not executed as a deed.

20.4 Language. Communications may be made in English or Russian. Where the Platform provides interfaces in other languages, the English text of this Agreement governs.

21. General provisions

21.1 Entire agreement. This Agreement, together with the Compensation Plan, the Country Policy, the Privacy Notice for Partners, the Sourcer Personal Data Consent and any written addendum (for example, for programmatic handovers), constitutes the entire agreement between the parties regarding the Programme and supersedes all prior discussions and representations. Explanatory pages, calculators and FAQs on the Platform illustrate the rules and do not amend them. Each party confirms that it has not relied on any statement not set out in these documents. Nothing in this clause excludes or restricts liability for fraudulent misrepresentation, and any exclusion or restriction of liability for other pre-contractual misrepresentation is subject to the requirement of reasonableness in section 3 of the Misrepresentation Act 1967.

21.2 Relationship with the Terms of Use. The Terms of Use and the Privacy Policy of housebook.global continue to apply to the use of the website; in relation to the Programme this Agreement prevails.

21.3 Assignment. Housebook may assign or novate this Agreement, or any right under it, to an Affiliate or to a successor of its business on notice to the Sourcer, and may perform its obligations through Affiliates. The Sourcer may not assign, transfer, charge or subcontract this Agreement or any right under it (including the right to a Sourcer Fee) without Housebook’s prior written consent.

21.4 Third-party rights. Except for Affiliates, which may enforce and perform this Agreement, no person other than the parties has any right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to enforce any term of this Agreement.

21.5 Severability. If any provision is held invalid or unenforceable in any jurisdiction, it is replaced, for that jurisdiction, by a valid provision closest in effect, and the remaining provisions are unaffected.

21.6 Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only if given in writing.

21.7 Set-off. Housebook may set off any undisputed amount owed by the Sourcer under this Agreement, or any amount finally determined to be owed by the Sourcer under the procedure in clause 11 or an award under clause 22, against any amount payable to the Sourcer; the reversal set-off in clause 10.2 is not affected. The Sourcer may not withhold or set off any amount, except an undisputed amount or an amount finally determined under the same procedure to be owed by Housebook to the Sourcer.

21.8 Costs. Each party bears its own costs of entering into and performing this Agreement.

21.9 Language of the Agreement. This Agreement is made in English. Translations, including the Russian translation published by Housebook, are provided for convenience; in case of discrepancy the English text prevails and governs interpretation.

21.10 Mandatory local rights and consumer status. Nothing in this Agreement, including the arbitration agreement in clause 22.3, the limitations and exclusions of liability in clause 18, the amendment mechanism in clause 19 and the set-off provision in clause 21.7, deprives the Sourcer of the protection of any provision of the law of England and Wales or of the law of the Sourcer’s country of residence that cannot be derogated from by agreement. If, notwithstanding the confirmation in clause 2.6, a Sourcer who is a natural person is found to be a consumer under the Consumer Rights Act 2015 or an equivalent mandatory consumer-protection law, clauses 18, 19, 21.7 and 22 apply to that Sourcer only to the extent consistent with such law, and any term found unfair or unenforceable as against that Sourcer is severed under clause 21.5 without affecting its application to other Sourcers.

22. Governing law and dispute resolution

22.1 Governing law. This Agreement, and any non-contractual obligations arising out of or in connection with it, are governed by the law of England and Wales.

22.2 Negotiation. The parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach or termination, through the procedure in clause 11 and by good-faith negotiation for a period of thirty (30) days from the date on which one party notifies the other of the dispute in writing.

22.3 Arbitration. Any dispute not resolved within that period shall be finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre (DIAC), which Rules are deemed incorporated by reference into this clause. The tribunal shall consist of a sole arbitrator. The seat (legal place) of arbitration shall be Dubai, United Arab Emirates (onshore Dubai, outside the Dubai International Financial Centre), notwithstanding any default seat provided by the DIAC Rules. The language of the arbitration shall be English. Where the aggregate amount in dispute is less than USD 200,000, the parties agree that the expedited procedure provided by the DIAC Rules shall apply. The costs of the arbitration, including reasonable legal fees, shall be borne by the unsuccessful party unless the tribunal decides otherwise. The award shall be final and binding on the parties.

22.4 Interim relief. Nothing in this clause prevents either party from seeking interim, injunctive or conservatory relief from any court of competent jurisdiction in any country.

22.5 Continuity. The parties continue to perform their obligations during a dispute, save for the amounts frozen under clause 11.2.

23. Offeror details

S1. Compensation Plan: public parameters as at the Effective Date

This Schedule summarises the parameters of the Compensation Plan version 1.0 that Housebook publishes openly. Personal rates for a specific country pair and client category are shown to each Sourcer in the Cabinet before a Handover; where the Cabinet version differs from this Schedule, the Cabinet version fixed on the Handover Record prevails (clause 1.4).

S2. Handover data and Client consent

A. Minimum data of a Handover. (1) Full name of the Client; (2) telephone number in international format and/or e-mail address (at least one verified contact); (3) country of the Property of interest; (4) budget range; (5) purpose of the purchase (own use, investment, relocation) and expected timeline, where known; (6) preferred language of communication; (7) confirmation that the Client has consented to the transfer of the data (tick, date and channel of consent). Optional: identifier of a property selection generated on the Platform, notes on the Client’s requirements.

B. What must not be included. Copies of identity documents, financial documents, special categories of data or data of third persons, unless Housebook requests them for a specific transaction through the Platform.

C. Consent wording for the Client (to be shown or sent to the Client before the Handover; the Sourcer may use an equivalent wording in the Client’s language):

D. Evidence of consent. The consent flag with the date and channel recorded on the Handover Record; a message, form submission or recording in which the Client gave the consent; where the Client used the personal link, the Client’s own consent given on the Platform. Housebook may send the Client a confirmation message and treat the absence of an objection or the Client’s confirmation as evidence.

S3. Sourcer personal data consent (summary; full text is a separate document)

The Sourcer Personal Data Consent and Privacy Notice for Partners (document HB-SO-2026/01-PD) is presented to the Sourcer in the Cabinet before Acceptance and is accepted by separate ticks. It sets out: the controller (HOUSEBOOK INVESTMENT L.L.C., with HOUSEBOOK REAL ESTATE L.L.C. as recipient for brokerage and payment purposes); the categories of data (identity and contact data, identity documents and liveness data collected by the verification provider, tax and bank data, licence data, Cabinet activity and device data, communications, Handover and payout history); the purposes and legal bases (performance of this Agreement, legal obligations on verification, anti-money-laundering, Sanctions and tax, legitimate interests in fraud prevention, security and analytics, and consent where required); the recipients; the international transfers with appropriate safeguards; the retention periods (clause 15.6); the Sourcer’s rights and how to exercise them; and the specific consents that the Sourcer gives separately: (1) identity verification including biometric liveness check by a third-party provider; (2) transfer of the Sourcer’s data outside the United Arab Emirates to Affiliates, Local Partners, verification and payment providers in the countries where they operate; (3) marketing communications about the Programme (optional). Each consent may be withdrawn with effect for the future, with the consequences described in clause 15.4.

S4. Acceptance Form (for copies delivered as a document)

This form is used when Housebook delivers the Offer to a prospective Sourcer as a document. Signing it has the effect described in clause 2.4. The Sourcer must also hold a registered account on the Platform, the identifier of which is stated below.

Declarations of the Sourcer. By signing I confirm that:

[ ] I have read and accept the Public Offer HB-SO-2026/01, version 1.1, including its Schedules, the Compensation Plan and the Country Policy published in the Cabinet.

[ ] I meet the eligibility conditions of clause 2.5 and act in a business or professional capacity (clause 2.6).

[ ] I understand that a Sourcer Fee arises only from commission actually received by Housebook for a completed transaction and that nothing is paid for registrations, invitations or handovers as such.

[ ] I have read the Privacy Notice for Partners and undertake to give in the Cabinet, or have already given there, the consents required by the Sourcer Personal Data Consent (HB-SO-2026/01-PD) before any processing that requires them.

[ ] I will hand over only Clients who have consented in the wording of Schedule 2, and I will not perform any Regulated Activity.