Terms of Use

01About these Terms

These Terms of Use (the “Terms”) govern your use of the OffplanDistress website and the services we provide through it (the “Platform”), operated by Felicity Properties L.L.C, a real-estate brokerage based in Dubai, United Arab Emirates, holding commercial licence No. 1145910 issued by the Dubai Department of Economy and Tourism, registered with the Real Estate Regulatory Agency (RERA) of the Dubai Land Department under Office Registration Number (ORN) 33951 (“we”, “us” or “our”).

By creating an account, listing a Unit, making an Offer or otherwise using the Platform, you agree to these Terms. Our Privacy Policy and Cookie Policy form part of them. If you do not agree, do not use the Platform.

Each transaction is also governed by the RERA forms and contracts signed for it (sections 5 and 6), which prevail over these Terms on matters concerning that transaction.

02Definitions

In these Terms:

• “Unit” means an off-plan property in Dubai, sold by a Developer under an SPA, that has not yet been handed over.
• “Developer” means the developer that sold the Unit and administers its payment plan; “SPA” means the sale and purchase agreement between the original purchaser and the Developer; and “Oqood” means the Unit’s interim registration with the DLD.
• “Seller” means a User who lists a Unit, and “Buyer” means a User who makes an Offer.
• “Equity” means the instalments the Seller has paid to the Developer, and “Agreed Price” means the amount the Buyer agrees to pay the Seller for it.
• “Remaining Instalments” means the unpaid balance of the payment plan, which the Buyer takes over, and “Sale Value” means the Agreed Price plus the Remaining Instalments.
• “NOC” means the Developer’s no-objection certificate permitting resale or assignment.
• “DLD” means the Dubai Land Department, and “RERA” means its Real Estate Regulatory Agency.
• “Transfer” means registration of the Unit, or assignment of the SPA, in the Buyer’s name at a DLD trustee office.
• “Listing” means a Unit as presented on the Platform, and “Offer” means a price proposal, including a counter-offer, made through the Platform.
• “User” or “you” means anyone who visits or uses the Platform.

03Eligibility and accounts

You must be at least 18 years old and have full legal capacity to contract. If you act for a company or another person, you confirm that you are authorised to bind them.

You need an account to list a Unit, make an Offer, keep a watchlist or save a search. Give accurate and complete information, including your full legal name, a working email address and, when asked, a mobile number, and keep it up to date. Each person may hold one account, which may not be shared or transferred.

Keep your login details confidential; you are responsible for activity under your account. Tell us immediately at mouhannad@felicitypro.com if you suspect unauthorised access. We will never ask for your password.

04Our service

The Platform connects owners of off-plan Units who can no longer keep up with a Developer payment plan with Buyers who pay the Seller for the Equity and take over the Remaining Instalments.

We act only as a broker and are never a party to the sale or assignment of a Unit. Any contract of sale is made directly between Buyer and Seller, who each remain responsible for performing it.

Only the Developer decides whether to issue an NOC, and it may require a minimum percentage of the price to be paid or overdue instalments and fees to be settled; the DLD registers Transfers under its own rules. We review each Listing, and any documents provided for it, and check Developer eligibility before the Listing goes live (section 9 explains when a Listing is marked Verified), but we cannot guarantee that an NOC will be issued, when it will be issued, or that a Transfer will complete.

The Platform also shows sample listings, which we add to illustrate how the marketplace works. Each is labelled “Sample”, and the unit, prices and payment plan it shows are illustrative and not for sale. A sample listing is not an offer to sell and cannot receive Offers.

As broker, we:

• review the documents the Seller provides (such as the SPA, Oqood, statement of account and identity documents) and check the Listing against them;
• check, as far as the Developer’s published requirements allow, whether the Unit can be resold or assigned;
• publish approved Listings and match them with Buyers;
• present Offers and counter-offers and negotiate between the parties;
• request the NOC once a price is agreed, and prepare the assignment documents and RERA forms; and
• book the Transfer at a DLD trustee office.

05If you are selling

Listing is free: we charge Sellers no listing fee, retainer or commission. Before a Listing goes live you sign RERA Form A (the Seller–broker agreement) with us and we obtain a DLD advertising permit (Trakheesi) for it, as RERA requires for every property advertisement; like the other RERA forms, Form A is signed outside the Platform.

We may edit a Listing for clarity, request further documents, or decline, pause or remove a Listing, for example if its information cannot be verified. Tell us promptly if anything changes, including if you sell the Unit elsewhere.

Photographs you upload with a Listing are published with it, and anyone who has a photograph’s web address can view it even while the Listing is under review. Other documents you upload are visible on the Platform only to you and our authorised staff.

Accepting an Offer lets us request the NOC and prepare the documents; the sale becomes binding only when you and the Buyer sign RERA Form F (the MOU).

By submitting a Listing, you confirm that:

• you are the registered purchaser under the SPA or are legally authorised to sell the Unit (for example, under a valid power of attorney), and any co-owners agree to the sale;
• the information in the Listing, including prices, the amount paid, the payment plan, the handover date and whether any instalments have been missed, is true and complete;
• every document you upload is genuine, unaltered and relates to the Unit; and
• you have told us in writing of any dispute, mortgage, attachment or restriction that could prevent or delay the sale.

06If you are buying

Make an Offer only if you intend, and can afford, to complete at that price, including the Agreed Price, the Remaining Instalments as they fall due and the third-party costs in section 7. We may restrict accounts that repeatedly make Offers they do not pursue.

We may ask you to prove your identity (passport or Emirates ID) and, where required, the source of your funds (section 15), and to sign RERA Form B (the Buyer–broker agreement), which records our fee.

Offers on the Platform are not binding sale contracts. A binding agreement arises only when Buyer and Seller sign RERA Form F, the memorandum of understanding (“MOU”), whose terms, including those on deposits and default, then apply.

On Transfer, the Seller is paid by manager’s cheque at the DLD trustee office. Never send money to anyone outside this process, even someone who claims to act for us; contact us first.

07Fees and third-party costs

Our fee is 2% of the Sale Value plus VAT at 5% on the fee, paid by the Buyer when the Transfer completes at the DLD. Subject to section 8, if the Transfer does not complete, no fee is payable. The Platform is free for Sellers, and we charge no retainers or listing fees.

Third-party costs are set and charged by those bodies, in addition to our fee: the DLD transfer fee (currently 4% of the property value), DLD registration and trustee office charges, and the Developer’s NOC or administration fee. The MOU records who bears each of them.

Fee calculators and cost breakdowns on the Platform are estimates. The amounts that apply are those charged at the time of the transaction, and our fee is calculated on the Sale Value in the MOU.

08Anonymity and non-circumvention

Until the MOU (RERA Form F) is prepared, Buyers remain anonymous to Sellers: a Seller sees the amount and terms of an Offer, any message the Buyer wrote, whether the Buyer will pay in cash or with a mortgage and whether the Buyer has completed our identity check, but not the Buyer’s name or contact details. Listings never show the Seller’s name or contact details. All negotiation goes through our team, which sees both parties’ details in order to manage the transaction. When the MOU is prepared, we disclose each party’s identity details to the other as needed to sign RERA Form F and complete the Transfer.

For 12 months after we first introduce you to a Unit, a Buyer or a Seller, you must not, directly or indirectly, deal with the other party over that Unit in a way that bypasses us or our fee. If you do, the fee under section 7 becomes payable to us, without prejudice to our other rights.

09What “Verified” means

“Verified” means that our team has reviewed the Seller’s SPA or Oqood and a statement of account against the Listing and found them consistent with it. When we approve a Listing, we mark it Verified only if the Seller has uploaded those documents and our team has reviewed them in this way; our team may also mark a Listing Verified after reviewing documents provided to it other than by upload to the Platform. A Listing approved without that review is published without the Verified mark, and sample listings (section 4) are never marked Verified. By submitting a Listing, the Seller also confirms that they own the Unit or are authorised to sell it (section 5).

It is a document check made at the time of our review, not a guarantee. It does not mean that we have inspected or valued the Unit, confirmed construction progress or the handover date, ruled out every encumbrance, or that the Developer will issue an NOC. The records of the Developer and the DLD at Transfer are definitive.

10Prohibited conduct

You must not:

• provide false or misleading information, documents or identity details, or those of another person;
• list a Unit you are not entitled to sell, or list the same Unit twice;
• make Offers you do not intend to honour, or manipulate prices;
• use the Platform for money laundering, terrorist financing, sanctions evasion, fraud or any other unlawful purpose;
• scrape or copy Listings or Users’ data, or use bots, without our written consent;
• attempt unauthorised access to the Platform or other accounts, disrupt the Platform or upload malicious code;
• harass or abuse our team or other Users, or upload unlawful or infringing content; or
• use the Platform to advertise competing services or to solicit its Users.

11Intellectual property and your content

The Platform, its design, software, text, logos and compilation of Listings belong to us or our licensors. We grant you a limited, personal, revocable and non-transferable licence to use it for its intended purpose; you may not copy or reproduce it except as the law allows.

You keep ownership of what you upload and grant us a non-exclusive, royalty-free licence to store, copy, adapt and display it to operate the Platform, market your Listing and complete your transaction, and to share it as our Privacy Policy describes. Some photographs on the Platform, including those on sample listings, are supplied by third parties under their own licences.

12Estimates, information and advice

Prices, discounts, savings, payment plans, handover dates, fees and cost breakdowns on the Platform are estimates based on information from Sellers, Developers and public sources, and may change. Launch prices and comparisons are indicative.

Nothing on the Platform is investment, legal, tax or financial advice. Off-plan property carries risks, including construction delays, project changes and market movements; take independent advice before you commit.

To the extent the law permits, the Platform is provided “as is” and “as available”, without any warranty that it will be uninterrupted or error-free.

13Limitation of liability

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under UAE law, including liability for fraud, gross negligence or wilful misconduct.

Subject to that, we are not liable for: (a) the acts or omissions of Buyers, Sellers, Developers, the DLD, trustee offices, banks or other third parties; (b) a Developer’s refusal or delay in issuing an NOC, or a delayed or failed Transfer, unless caused by our breach of these Terms; (c) loss of profit, opportunity, data or goodwill, or any indirect or consequential loss; or (d) loss caused by your breach or by information you supplied.

Subject to the first paragraph of this section, our total liability to you in connection with a transaction, whether in contract, tort or otherwise, is limited to the fees actually paid to us for that transaction.

14Indemnity

You will indemnify Felicity Properties L.L.C, its staff and agents against claims, losses, penalties and reasonable costs (including legal fees) arising from your breach of these Terms or of the law, or from false or non-genuine information or documents that you provide.

15Anti-money laundering and identity checks

Real-estate brokers are reporting entities under UAE Federal Decree-Law No. (20) of 2018 on Anti-Money Laundering and Combating the Financing of Terrorism and Financing of Illegal Organisations, as amended, and its implementing regulations.

We will therefore ask for identity documents (passport or Emirates ID) and may ask for evidence of the source of funds or wealth, the purpose of the transaction and anyone on whose behalf you act, and verify it with reliable sources.

We may refuse to act, pause a transaction or close an account if the information is not provided or we suspect a crime. Where the law requires, we report suspicious transactions to the competent authorities and may be prohibited from telling you. We keep identification and transaction records for at least five years.

16Suspension and termination

We may suspend or restrict your account, pause or remove a Listing, or decline to present an Offer if we reasonably believe that you have breached these Terms, given false information or created a risk to others, or if the law or a competent authority requires it.

You may close your account at any time by contacting us. This does not affect transactions in progress, signed RERA forms, fees due or records we must keep. Sections 7, 8, 11, 13, 14, 15 and 19 survive closure.

17Notices and communications

We contact you by email, through dashboard notifications and, about your Listings, Offers and transactions, by phone or message. These service messages continue while your account is open. You can turn off the alerts for each saved search in your dashboard, and stop price-drop emails for a deal by removing it from your watchlist. You can send notices to us at mouhannad@felicitypro.com, and we generally write to you in the language you last used on the Platform.

18Changes to the Platform and these Terms

We may change or withdraw features of the Platform and amend these Terms, for example to reflect changes in the law, in RERA or DLD practice or in our services. Amended Terms will be posted here with a new “Last updated” date, and we will give reasonable notice of material changes by email or on the Platform before they take effect.

Amendments do not affect transactions for which an MOU has been signed. If you keep using the Platform after they take effect, you accept them; if not, stop using the Platform and close your account.

19Governing law and disputes

These Terms, and any dispute arising from them or from the Platform, are governed by the federal laws of the United Arab Emirates as applied in the Emirate of Dubai.

Please raise any complaint with us first at mouhannad@felicitypro.com. You may also complain about a real-estate broker through the channels of the Dubai Land Department and RERA. Subject to that, the courts of Dubai have exclusive jurisdiction.

20Language

These Terms are published in English and Arabic. If there is any inconsistency between the two versions, the English version prevails to the extent permitted by law.

21Contact us

For any question about these Terms, please contact Felicity Properties L.L.C:

• Email: mouhannad@felicitypro.com
• Telephone: +971 56 352 0611
• Address: Office 705, Building 12, Bay Square, Marasi Drive, Business Bay, Dubai, UAE
• RERA Office Registration Number (ORN): 33951
• Commercial licence No.: 1145910