NEW DEVELOPMENTS COMMISSION AND LISTING AGREEMENT

Effective Date: The date of electronic acceptance by the Developer via the Platform sign-up checkbox (see Clause 10).

Summary:

1. Definitions

1.1 "Agreement" means this New Developments Commission and Listing Agreement, including any Schedules.
1.2 "Platform" means PropertyList, operated by Paola Ariadna Calvo Hormigo (primary operator) with operational contact James Henry Wood.
1.3 "Developer" means any natural person or legal entity that registers on the Platform as a property developer and lists Properties.
1.4 "Property" means any real estate development, new build, or off-plan property listed by the Developer.
1.5 "Commission Percentage" means the percentage of the sale price specified by the Developer (exclusive of IVA).
1.6 "Buyer" means any person introduced by the Platform or an Agent who reserves or purchases a Property.

2. Listing

2.1 Developers may list Properties on the Platform free of charge.
2.2 Optional paid marketing services are available as described on the Platform.
2.3 Developers must provide accurate property details and maintain listings up to date.

3. Commission: When Earned

3.1 Commission becomes due and payable when the Platform or an Agent evidences a binding buyer's reservation or introduction through the Platform.
3.2 Commission is calculated on the sale price (excluding IVA) as specified in the Developer settings.
3.3 The Platform acts as an introducer only and does not hold buyer funds unless otherwise agreed in writing.

4. Payment Terms

4.1 Payment is due within 15 business days after invoice date.
4.2 If Good Funds Confirmation is not available, payment is due within 30 days.
4.3 Late payments accrue interest at the Spanish legal rate plus 2%.
4.4 Developer is responsible for all taxes including IVA on commissions.

5. Data Protection

5.1 Each Party shall comply with GDPR (Regulation (EU) 2016/679) and Spanish LOPDGDD.
5.2 Personal data exchanged under this Agreement shall only be used for Platform purposes.
5.3 Data processing agreements shall be maintained as required by law.

6. Term

6.1 Initial term is 24 months from the Effective Date.
6.2 Auto-renews for successive 12-month periods unless either party gives 60 days notice.
6.3 Either party may terminate for material breach with 30 days notice to cure.

7. Termination

7.1 Upon termination, commission rights for reservations before termination remain payable.
7.2 If terminated for Developer's material breach, commission rights after termination are forfeited.
7.3 Platform may suspend or terminate for non-payment, breach, or inactivity.

8. Intellectual Property

8.1 Platform retains all intellectual property rights.
8.2 Developer grants Platform license to use listing content for marketing.

9. Introductions and Referring Agents

9.1 Agents may introduce buyers to Developer Properties through the Platform.
9.2 Commission is split between Platform and introducing Agent as defined in the Agent agreement.
9.3 Developer acknowledges Platform may share commission with Agents.

10. Electronic Acceptance — Checkbox Signature

10.1 Developer accepts this Agreement by checking the acceptance checkbox in the Platform sign-up flow. This constitutes an electronic signature under eIDAS (Regulation (EU) No 910/2014) and Spanish law.
10.2 Recorded Metadata: The Platform records: (a) Developer account identifier; (b) timestamp (UTC); (c) IP address; (d) UI element identifier; (e) human-readable copy of agreement version. Records maintained for at least 5 years.
10.3 No manual signatures required — checkbox acceptance is exclusive method.
10.4 Platform displays specific version; updates require new acceptance where legally required.

11. Miscellaneous

11.1 Assignment: Developer may not assign rights without Platform consent.
11.2 Force majeure: Events beyond reasonable control excuse non-performance except payment obligations.
11.3 Severability: Invalid provisions will be severed and replaced in good faith.
11.4 No waiver: Failure to exercise rights does not operate as a waiver.
11.5 Entire Agreement: This Agreement is the entire agreement between the Parties.
11.6 Notices: To Platform: [email protected]. To Developer: email in Platform account.

12. Dispute Resolution

12.1 Negotiation & mediation: Parties shall attempt good-faith negotiation. If unresolved within 30 days, dispute submitted to non-binding mediation.
12.2 Binding arbitration: If mediation fails, disputes resolved by binding arbitration under Spanish Arbitration Act. Seat: Málaga. Language: Spanish.
12.3 Interim relief: Either Party may seek urgent interim relief from courts of Málaga.

13. Governing Law and Jurisdiction

This Agreement is governed by the laws of Spain. Disputes resolved as set out in Clause 12.

Schedule A — Developer Details

Platform captures: Developer legal name, legal form, registered number, NIF/CIF/NIE, registered office, payment details (bank name, IBAN, SWIFT/BIC), authorised signatory, contact person, VAT number, tax residency.
Developers must ensure account information is complete and accurate. Updates required within 15 Business Days of any change.

Signatures / Acceptance (digital only)

Developer acceptance: By checking the acceptance checkbox shown during sign-up/listing. Platform's recorded acceptance metadata (Clause 10.2) is the official execution record.
Platform contact for notices: [email protected]

For questions regarding this Agreement, contact: [email protected]