1. Definitions

1.1. Auctioneer means Yalla Value Property Public Auction LLC, acting as auctioneer under the relevant DLD license, and includes the online auction platform operated by the Auctioneer through which bidders may register and place bids electronically.

1.2. Median Valuation (Vm) means the median of at least three (3) valuations obtained by the Auctioneer in respect of the Property, which may include automated valuation models (AVMs) and/or independent RICS valuations.

1.3. Reserve Price (R) means the minimum price at which the Seller has authorised the Property to be sold at auction or by the subsequent procedures described in these Conditions. The Reserve Price shall not exceed the Median Valuation.

1.4. Starting Bid (S) means the price published on the listing as the minimum amount of the opening bid in accordance with clause 4.1. The Reserve Price shall be equal to or greater than the Starting Bid and shall not exceed the Starting Bid by more than ten percent (10%).

1.5. Pre-Auction Offer means an offer to purchase the Property made to the Auctioneer directly during the Pre-Auction Period in accordance with clause 2.

1.6. Pre-Auction Period means the period from the publication of the listing until the Registration Deadline, during which Pre-Auction Offers may be made.

1.7. Registration Deadline means the time twenty-four (24) hours before the scheduled auction start time (T). At the Registration Deadline:

(a) registration of new Verified Bidders closes in accordance with clause 4.2;

(b) pre-authorisation of Auction Deposits is attempted in accordance with clause 11;

(c) the Auctioneer may work with affected bidders to resolve any outstanding technical or deposit payment issues; and

(d) no Pre-Auction Offer may thereafter be accepted.

1.8. Power of Attorney means an optional authority that the Seller may, but is not obliged to, grant to an independent licensed conveyancer nominated by the Auctioneer (and not the Auctioneer itself) (the “Conveyancer”), authorising the Conveyancer to execute Form F and attend transfer on the Seller’s behalf in respect of a sale of the Property under these Conditions.

1.9. Highest Bid (H) means the highest bid submitted and accepted by the Auctioneer during the auction.

1.10. Highest Bidder means the Verified Bidder who placed the Highest Bid.

1.11. Underbidder means the Verified Bidder who placed the second highest bid. Where the Highest Bidder was the only bidder, there is no Underbidder.

1.12. Verified Bidder means a person or entity who has completed all required registration, identification and pre-approval steps prescribed by the Auctioneer.

1.13. Final Price (F) means a single price set by the Seller following the lapse of the Highest Bidder’s option under clause 6, which must be equal to or greater than the Highest Bid H and less than the Reserve Price R, and which is offered to all Verified Bidders on a first-come, first-served basis.

1.14. Seller means the owner of the Property, or the party legally authorised to sell the Property.

1.15. Property means the real property offered for sale at the auction.

1.16. Auction means an auction conducted solely online via the Auctioneer’s platform.

1.17. Auction Deposit means the sum required to be paid by a Verified Bidder prior to participation in the live auction, in such amount and manner as prescribed by the Auctioneer.

1.18. Purchase Deposit means the sum equal to ten percent (10%) of the sale price, payable by the winning bidder in accordance with clause 10.

1.19. Reservation Fee means the sum payable by the winning bidder upon the formation of a Sale Commitment under these Conditions, in such amount as prescribed by the Auctioneer.

1.20. Form F means the standard Dubai Land Department Unified Sale Contract for the Property (also known as the MOU or Contract F) to be executed by the buyer and by or on behalf of the Seller.

1.21. Completion means the transfer of the Property to the buyer and registration of that transfer at the relevant DLD-approved registration trustee office.

1.22. Business Day means any day other than a Saturday, Sunday or public holiday declared by the Government of the United Arab Emirates.

1.23. These Conditions; binding effect. By registering as a Verified Bidder, each bidder agrees to be bound by these Conditions of Sale. By making a Pre-Auction Offer, the offeror agrees to be bound by these Conditions. By signing the Client Terms of Service, the Seller agrees to be bound by these Conditions and, from the publication of the listing, to proceed with the sale of the Property in accordance with these Conditions. Agreement to these Conditions is a framework agreement governing the conduct of the auction process; it is not itself a contract for the sale of the Property.

1.24. Sale Commitment. Where these Conditions provide that a binding contract for the sale of the Property arises — namely on acceptance of a Pre-Auction Offer (clause 3.1(a)), on the fall of the hammer (clause 5), on valid exercise of the Highest Bidder's option (clause 6), on the Underbidder's payment of the Reservation Fee following an offer under clause 9.5 (including where clause 9.5 applies under clause 10.3), or on acceptance of a Final Price (clause 7) — there shall at that moment arise a binding contract for the sale of the Property at the relevant price, between the Seller and the relevant bidder, on these Conditions (the "Sale Commitment"). Each bid, Pre-Auction Offer and acceptance constitutes an offer capable of forming the Sale Commitment on the terms set out in these Conditions.

1.25. Maximum Bid (M) means, in respect of a Verified Bidder, the highest amount that bidder has authorised the Auctioneer to bid on their behalf by automatic proxy, being the amount specified by that bidder in the manner and within the times prescribed by the Auctioneer.

1.26. Standing Bidder means, at any time during the auction, the Verified Bidder whose bid is then the highest bid accepted by the Auctioneer.

1.27. Standing Price means, at any time during the auction, the amount of the bid placed by or on behalf of the Standing Bidder.

1.28. Underbidder Price means the price at which the Property is offered to the Underbidder under clause 9.5(b), being the higher of:

(a) the Underbidder’s own bid; or

(b) the Reserve Price R.

2. Pre-Auction Offers

2.1. During the Pre-Auction Period, any person may make a Pre-Auction Offer by contacting the Auctioneer directly in the manner indicated on the listing. Pre-Auction Offers are not made through the Auctioneer’s online platform.

2.2. Each Pre-Auction Offer must:

(a) be unconditional and adhere to these Conditions;

(b) state a single purchase price equal to or greater than the Starting Bid S; and

(c) be recorded by the Auctioneer, whose record of the offer and of the time it was received shall be conclusive.

2.3. Pre-Auction Offers shall be confidential. Bidders shall not be informed of the existence or amount of any other bidder’s Pre-Auction Offer.

2.4. A person who has made a Pre-Auction Offer may revise or withdraw it at any time during the Pre-Auction Period, save that a Pre-Auction Offer may not be revised or withdrawn once the Seller has accepted it under clause 3.1(a).

3. Acceptance of Pre-Auction Offers, Confirmation and Withdrawal

3.1. At any time during the Pre-Auction Period, the Seller may, in the Seller’s absolute discretion:

(a) accept one Pre-Auction Offer, in which case a Sale Commitment at the accepted price shall arise on these Conditions, and the scheduled auction shall be suspended, to be cancelled once the buyer has complied with clause 3.4; or

(b) decline to accept any Pre-Auction Offer, in which case the Property shall proceed to auction as scheduled.

3.2. For the avoidance of doubt, the Seller is not obliged to accept the highest Pre-Auction Offer, nor any Pre-Auction Offer, even if it is equal to or greater than the Reserve Price.

3.3. Where the Seller accepts a Pre-Auction Offer under clause 3.1(a), the listing shall be updated to reflect that the Property is under offer and, once the buyer has complied with clause 3.4, that it has been sold prior to auction.

3.4. Completion of an accepted Pre-Auction Offer before auction. Where the Seller accepts a Pre-Auction Offer, the buyer must pay the Reservation Fee, pay the Purchase Deposit and sign Form F by the periods specified in clauses 9 and 10 and, in any event, before the scheduled auction start time, whichever is earlier. If the buyer fails to do so, the buyer shall be in default, the acceptance and any contract arising from it shall be void, and clause 9.6(a) shall apply.

3.5. Seller bound on publication. From the publication of the listing, the Seller is bound to proceed with the auction process in accordance with these Conditions and the Client Terms of Service, and shall not withdraw the Property save as expressly permitted by clause 3.6 or as required by law.

3.6. Withdrawal by Seller. The Seller has no right to withdraw the Property after publication of the listing. Withdrawal is permitted only where required by law or with the Auctioneer's prior written consent, which the Auctioneer may grant, withhold or condition in its sole discretion. Any other purported withdrawal is of no effect and the Seller remains bound, save that the Auctioneer may elect in writing to treat the Property as withdrawn. Any withdrawal other than one required by law is a Seller default under the Client Terms of Service and engages the liquidated damages provided there, being three percent (3%) of the Reserve Price R plus AED 15,000 where it occurs before a Sale Commitment and ten percent (10%) of the Reserve Price R where it occurs after; the Auctioneer's consent does not waive those sums unless it expressly states so. Where the Property is withdrawn under this clause 3.6, the scheduled auction shall be cancelled, no Sale Commitment shall arise in respect of any Pre-Auction Offer, and the Auction Deposits of all Verified Bidders shall be returned in accordance with clause 11.

3.7. Power of Attorney (optional). The Seller may grant a Power of Attorney to the Conveyancer at any time, but is not required to do so for the auction to proceed. Where a Power of Attorney is granted, the Conveyancer may execute Form F and attend transfer on the Seller’s behalf in respect of a sale at or above the Reserve Price in accordance with clause 10.5. The grant of a Power of Attorney does not affect the Seller’s right to accept or reject a Pre-Auction Offer under clause 3.1(a).

4. Auction

4.1. The auction shall be conducted as an English (ascending) auction. The minimum opening bid shall be equal to the Starting Bid S. The auction shall run for twenty-four (24) hours from the scheduled auction start time (T), subject to extension under clause 4.4 (the scheduled auction end time being twenty-four (24) hours after T).

4.2. Close of registration. Registration of new Verified Bidders for the auction closes at the Registration Deadline. Persons who are not Verified Bidders at that time may not register to bid thereafter. For the avoidance of doubt, this does not affect the status of existing Verified Bidders or any Pre-Auction Offer already made.

4.3. Bidding increments shall be set by the Auctioneer and communicated to bidders prior to or at the commencement of the auction.

4.4. Where a bid is placed within the final two (2) minutes of the scheduled auction end time, the auction shall be extended by two (2) minutes from the time of that bid. Successive bids within the extension window shall trigger further two-minute extensions until no further bid is placed within such window.

4.5. During an Auction, all bids must be submitted electronically in the manner prescribed by the Auctioneer.

4.6. The Reserve Price shall not be disclosed to bidders. The Auctioneer shall indicate during the auction whether the Reserve Price has or has not been met.

4.7. Maximum Bids. A Verified Bidder may set, edit or delete a Maximum Bid in the manner and within the times prescribed by the Auctioneer. Any Maximum Bid must be equal to or greater than the Starting Bid S. Each Maximum Bid, unless deleted, is binding and operates as an automatic proxy bid in the live auction in accordance with clauses 4.8 and 4.9.

4.8. Opening of the Live Auction. On commencement of the auction:

(a) where no Maximum Bid is in effect at the commencement of the auction, the first bid placed (which must be equal to or greater than the Starting Bid S in accordance with clause 4.1) shall be accepted, and the bidder placing it shall become the Standing Bidder at the amount of that bid; and

(b) where one or more Maximum Bids are in effect at the commencement of the auction, the Verified Bidder with the highest Maximum Bid shall become the Standing Bidder and the Auctioneer shall place an opening bid on that bidder's behalf. If only one Maximum Bid is in effect, the opening bid shall be at the Starting Bid S. If two or more are in effect, the opening bid shall be at one bidding increment above the second-highest Maximum Bid, but never more than the highest Maximum Bid. Each Maximum Bid shall thereafter operate as an automatic proxy bid in accordance with clause 4.9.

4.9. Operation of automatic proxy bids. Where a Verified Bidder has a Maximum Bid in effect, the Auctioneer shall bid on that bidder’s behalf by automatic proxy in accordance with this clause 4.9, as follows:

(a) where two or more Verified Bidders have Maximum Bids in effect, or where a Verified Bidder sets a Maximum Bid during the live auction, the Standing Bidder shall be the Verified Bidder with the highest Maximum Bid, and the Standing Price shall be set at the lower of:

(i) one bidding increment above the next-highest Maximum Bid or other bid then in effect; and

(ii) the highest Maximum Bid, equal Maximum Bids being resolved by timestamp in accordance with clause 4.10 (tie-break for Maximum Bids).

(b) where a single bid (the “Incoming Bid”), not itself a Maximum Bid, is placed by a Verified Bidder against a Standing Bidder whose Maximum Bid is M, and the Incoming Bid is less than M, the Auctioneer shall place a bid on behalf of the Standing Bidder at one bidding increment above the Incoming Bid or, where that amount would exceed M, at M, and the Standing Bidder shall remain the Standing Bidder;

(c) where the Incoming Bid is equal to M, the Standing Bidder shall remain the Standing Bidder at a Standing Price of M and no further automatic bid shall be placed, and the Verified Bidder who placed the Incoming Bid may become the Standing Bidder only by placing a bid of at least one bidding increment above M;

(d) where the Incoming Bid is greater than M, the Auctioneer shall record a bid on behalf of the Standing Bidder at M, whereupon the Verified Bidder who placed the Incoming Bid shall become the Standing Bidder at the amount of the Incoming Bid; and

(e) for all purposes of these Conditions, including the determination of the Underbidder under clause 1.11 and the operation of the cascade under clause 9.5, the bid of each Verified Bidder shall be the highest amount bid by or on that bidder's behalf under this clause 4.9, and a Verified Bidder shall in no case be treated as having bid more than the Standing Price at which they last stood as Standing Bidder, or, where their Maximum Bid was reached, their Maximum Bid.

4.10. Tie-break for Maximum Bids. Where two or more Maximum Bids are in effect at the same highest amount, the Maximum Bid recorded first in time by the Auctioneer (by reference to the timestamp recorded when it was set) shall be deemed the highest for the purposes of clauses 4.8 and 4.9.

4.11. The Auctioneer may postpone or cancel the auction where fewer than two (2) Verified Bidders have lodged the Auction Deposit by the scheduled auction start time.

4.12. If no bids are received, the Property shall be deemed “Not sold” and clause 8 shall apply.

5. Sale Under the Hammer

5.1. If at the conclusion of the auction the Highest Bid H is equal to or greater than the Reserve Price R, the Property shall be sold to the Highest Bidder at H, subject to these Conditions applicable to the auction.

5.2. Upon the fall of the hammer in the circumstances described in clause 5.1, the Sale Commitment shall arise between the Seller and the Highest Bidder at the price H, in accordance with clause 1.24.

6. Passing In and Highest Bidder’s Option

6.1. If at the conclusion of the auction the Highest Bid H is less than the Reserve Price R, the Property shall be deemed passed in.

6.2. Where the Property is passed in, the Highest Bidder shall be granted a one-time, non-transferable option to purchase the Property at the Reserve Price R.

6.3. The Auctioneer shall notify the Highest Bidder of this option immediately following the auction. The option must be exercised within twenty-four (24) hours of notification.

6.4. The option may be exercised only by payment of the Reservation Fee in the manner prescribed by the Auctioneer, received within the specified time period.

6.5. If the Highest Bidder validly exercises the option under this clause 6 by paying the Reservation Fee, the Sale Commitment shall arise between the Seller and the Highest Bidder at the Reserve Price R, in accordance with clause 1.24.

6.6. If the Highest Bidder does not exercise the option within the specified time period, the option shall lapse automatically and irrevocably and the Highest Bidder shall have no further right to purchase the Property at R. The Seller may then proceed in accordance with clause 7 or elect to remove the Property in accordance with clause 8.

7. Final Price

7.1. If the Highest Bidder’s option under clause 6 is not exercised, the Seller may set a single seller-posted Final Price F at which the Property is offered to all Verified Bidders.

7.2. The Final Price F must be equal to or greater than the Highest Bid H and less than the Reserve Price R.

7.3. The Auctioneer shall publish F to all Verified Bidders simultaneously.

7.4. The first Verified Bidder who accepts F by paying the Reservation Fee in the manner prescribed by the Auctioneer within twenty-four (24) hours of publication shall be deemed the purchaser, and the Sale Commitment shall arise between the Seller and that bidder at the price F, in accordance with clause 1.24.

7.5. If no Verified Bidder accepts F within the twenty-four (24) hour period, clause 8 shall apply.

8. Failure to Reach Agreement

8.1. If:

(a) the Highest Bidder does not exercise the option under clause 6; and

(b) no Verified Bidder accepts the Final Price F within the period specified in clause 7, or the Seller elects not to set a Final Price, then no Sale Commitment shall be formed through the auction or post-auction procedure described in these Conditions.

8.2. In the circumstances described in clause 8.1, the Property shall be declared “Not sold” and may be returned to the listing agent or another agent for sale by private treaty or by any other method chosen by the Seller.

9. Reservation Fee

9.1. Upon the formation of the Sale Commitment by acceptance of a Pre-Auction Offer (clause 3) or sale under the hammer (clause 5), the winning bidder must pay the Reservation Fee within twelve (12) hours of the Sale Commitment being formed. Where the Sale Commitment arises on exercise of the Highest Bidder’s option (clause 6) or acceptance of the Final Price (clause 7), the Reservation Fee is paid as the act of exercise or acceptance under clauses 6.4 and 7.4 respectively, and no separate twelve (12) hour period applies. Where the Sale Commitment arises from an accepted Pre-Auction Offer, clause 3.4 also applies.

9.2. Where the Reservation Fee is paid by international bank transfer, the winning bidder shall be deemed to have paid within the time period specified in clause 9.1 if, before the expiry of that period, the bidder provides the Auctioneer with documentary evidence reasonably satisfactory to the Auctioneer that the transfer has been initiated (including SWIFT confirmation or equivalent), provided that cleared funds are received by the Auctioneer within three (3) further Business Days. If cleared funds are not received within that further period, the bidder shall be deemed to have defaulted under clause 9.5 or 9.6 (as applicable).

9.3. The Reservation Fee shall be in such amount as prescribed by the Auctioneer and communicated to bidders prior to or at the commencement of the auction or, in the case of a Pre-Auction Offer, prior to or at the time the offer is made. The Reservation Fee is payable to the Auctioneer and is deducted from the proceeds of sale otherwise payable to the Seller, not an additional cost to the buyer; the sale price recorded in Form F is unaffected.

9.4. The winning bidder’s Auction Deposit shall be released or refunded in full upon payment of the Reservation Fee in cleared funds. For the avoidance of doubt, where the Reservation Fee is treated as paid within time on the evidence permitted by clause 9.2 but cleared funds are not yet received, the Auction Deposit shall continue to be held until cleared funds are received.

9.5. Default on Reservation Fee – sale under the hammer. Where the Sale Commitment has been formed under clause 5 (sale under the hammer) and the winning bidder fails to pay the Reservation Fee within the time specified in clause 9.1:

(a) the Sale Commitment with the defaulting bidder shall be void;

(b) the Auctioneer shall offer the Property to the Underbidder, if any, at the Underbidder Price;

(c) the Underbidder must pay the Reservation Fee within twelve (12) hours of the Auctioneer’s notification, and pay the Purchase Deposit and sign Form F within twenty-four (24) hours of that notification, both periods running from the time the Auctioneer notifies the Underbidder under clause 9.5(c). Upon payment of the Reservation Fee, the Sale Commitment shall arise between the Seller and the Underbidder at the Underbidder Price, in accordance with clause 1.24;

(d) if the Underbidder also fails to pay the Reservation Fee within the specified time, or if there is no Underbidder, the Seller may remove the Property in accordance with clause 8. The offer to the Underbidder under this clause 9.5 (including as applied by clause 10.3) is an option only: the Underbidder is under no obligation to accept it, and the Underbidder’s election not to accept, or failure to pay the Reservation Fee, is not a default under these Conditions and forfeits nothing.

9.6. Default on Reservation Fee – other sale routes. Where the Sale Commitment has been formed under clause 3 (Pre-Auction Offer), clause 6 (Highest Bidder’s option) or clause 7 (Final Price) and the winning bidder fails to pay the Reservation Fee within the time specified, the Sale Commitment with the defaulting bidder shall be void and:

(a) in the case of a Pre-Auction Offer (clause 3), the suspension under clause 3.1(a) shall end and the Property shall proceed to auction as scheduled, unless before the auction the Seller accepts another Pre-Auction Offer under clause 3.1(a) or withdraws the Property under clause 3.6;

(b) in the case of the Highest Bidder’s option (clause 6), the Seller may proceed to set a Final Price under clause 7; and

(c) in the case of the Final Price (clause 7), the Property shall be declared “Not sold” and clause 8 shall apply.

9.7. Refund of Reservation Fee. The Reservation Fee is refundable only where the winning bidder does not complete the purchase through no fault of their own (including failure attributable to the Seller or the Auctioneer). The Reservation Fee shall be forfeited where the bidder defaults under clause 9.5, 9.6 or clause 10.

9.8. Forfeiture as the agreed remedy. Where a bidder defaults under clause 9.5, 9.6 or clause 10, the Auctioneer shall be entitled to retain the Reservation Fee or, where no Reservation Fee has yet been paid, the Auction Deposit, and such retention shall be the sole financial remedy under these Conditions against the defaulting bidder in respect of the default. This clause does not affect the treatment of the Purchase Deposit under the Form F and applicable law.

10. Completion: Purchase Deposit and Form F

10.1. Following payment of the Reservation Fee, the winning bidder must pay the Purchase Deposit and sign Form F within twenty-four (24) hours of the formation of the Sale Commitment. For the avoidance of doubt, the twelve (12) hour Reservation Fee period (clause 9.1) and the twenty-four (24) hour Purchase Deposit and Form F period both run from the formation of the Sale Commitment and are not cumulative.

10.2. The Purchase Deposit shall be equal to ten percent (10%) of the sale price and shall either be applied toward the sale price or be held as collateral, in the form of a cheque, pending payment of the full sale amount, as prescribed by the Auctioneer. At Completion, the Reservation Fee paid by the winning bidder shall be credited against the balance of the sale price payable by the winning bidder and retained by the Auctioneer as its fee, the proceeds otherwise payable to the Seller being reduced by the Reservation Fee accordingly; the sale price recorded in Form F is unaffected.

10.3. Default at completion. Where the winning bidder pays the Reservation Fee but fails to pay the Purchase Deposit or sign Form F within the period specified in clause 10.1, the bidder shall be in default, the Sale Commitment shall be void, and clause 9.5(b) to (d) shall apply mutatis mutandis (offer to the Underbidder at the Underbidder Price, on the same periods, each running from the Auctioneer’s notification to the Underbidder). The cascade is single-level: if the Underbidder also fails to complete, or if there is no Underbidder, the Property shall be declared “Not sold” and clause 8 shall apply. A defaulting bidder forfeits the Reservation Fee in accordance with clause 9.8; any Purchase Deposit already paid is dealt with under the Form F and applicable law.

10.4. Completion (transfer of the Property and payment of the balance of the purchase price and all government and transaction fees) shall take place at the relevant DLD-approved registration trustee office. Completion shall occur on or before the date falling fifty-six (56) days after the formation of the Sale Commitment (the “Completion Date”), which date shall be inserted as the long-stop transfer date in Form F. The Completion Date, and the long-stop transfer date in Form F, shall be extended by any period during which Completion is delayed by a cause outside the reasonable control of the party required to perform the delayed act — including a delay by the Developer in issuing a no-objection certificate or approval, unavailability of a registration trustee appointment, a closure or system outage of the Dubai Land Department or the trustee, a delay by a party's mortgagee in effecting discharge despite a complete and timely application, or a title or registration matter not caused by that party — up to a maximum of 28 days. An extension applies only on production to the Auctioneer of documentary written evidence of the cause and its duration, such extension not to be unreasonably withheld, and does not apply to delay arising from a party's financial difficulty, change of mind, or own failure to act in time.

10.5. Execution of Form F. The Seller shall sign Form F. Where the Seller has granted the Power of Attorney under clause 3.7, the Conveyancer may instead execute Form F on the Seller’s behalf in respect of any sale. Where the Seller is required to sign Form F and fails to do so, clause 3.6 applies.

10.6. Compensation where completion fails through the Seller. Where a Sale Commitment is formed but completion does not occur by reason of a failure attributable to the Seller, and the winning bidder was ready, willing and able to complete, the Auctioneer shall pay the winning bidder an amount equal to the Auction Deposit in respect of wasted diligence, transaction costs and the disruption of the collapsed purchase. This is in addition to any refund of the Reservation Fee under clause 9.7, and is the winning bidder’s sole financial remedy against the Auctioneer in respect of the failure to complete.

11. Auction Deposits

11.1. All Verified Bidders who wish to participate in the live auction must pay an Auction Deposit in such amount and manner as prescribed by the Auctioneer. For the avoidance of doubt, an Auction Deposit is not required for the making of Pre-Auction Offers.

11.2. At the close of the auction, the Auction Deposit of every Verified Bidder shall be returned immediately, save that where the Property is sold under the hammer (clause 5) the Highest Bidder’s Auction Deposit shall be retained and released in accordance with clauses 9.4 and 11.3. For the avoidance of doubt, where the Property is passed in (clause 6.1) the Auction Deposits of all Verified Bidders shall be returned at the close of the auction notwithstanding that the option (clause 6) or Final Price (clause 7) process is continuing, because exercise of the option and acceptance of a Final Price are each affected by payment of the Reservation Fee and do not require a retained Auction Deposit. Where the scheduled auction is cancelled (a suspension under clause 3.1(a) not being a cancellation until the buyer has complied with clause 3.4), or the Property is withdrawn under clause 3.6 or declared “Not sold”, the Auction Deposits of all Verified Bidders shall be returned immediately.

11.3. The winning bidder’s Auction Deposit shall be released or refunded in accordance with clause 9.4, subject always to clause 9.8.

12. Electronic Communications

12.1. All bids, and any acceptance of the Reserve Price R under clause 6 or of the Final Price F under clause 7, must be submitted or made electronically in the manner prescribed by the Auctioneer.

12.2. Bidders acknowledge that the timestamp recorded by the Auctioneer shall be conclusive evidence of the time at which any bid or acceptance was received.

12.3. The method prescribed by the Auctioneer shall be binding on bidders provided it is reasonably communicated to them.

13. No Further Negotiation Obligation

13.1. Except as expressly provided in these Conditions, neither the Seller nor the Auctioneer shall be under any obligation to enter into further negotiations with any bidder following:

(a) the rejection of all Pre-Auction Offers under clause 3;

(b) the passing in of the Property at auction; or

(c) the expiry of the Final Price acceptance period under clause 7.

13.2. Any decision by the Seller or the Auctioneer to engage in additional negotiations outside the framework of these Conditions shall be entirely at their discretion and shall not create any right or expectation on the part of any bidder.

14. Governing Law and Jurisdiction

14.1. These Conditions and any non-contractual obligations connected with them shall be governed by and construed in accordance with the laws of the Dubai International Financial Centre ("DIFC"), Dubai, United Arab Emirates.

14.2. The Auctioneer, the Seller and each Verified Bidder (each a "party") irrevocably submit to the exclusive jurisdiction of the DIFC Courts for the resolution of any dispute, contractual claim, or matter arising in connection with these Conditions, including any claim for liquidated damages or other sums due under them, in each case irrespective of the subject matter of the underlying transaction (each a "Contractual Claim"). These Conditions are a specific, clear and express opt-in under Article 14(B) of Dubai Law No. 2 of 2025 concerning the DIFC Courts.

14.3. Any proceedings before the DIFC Courts shall be conducted in accordance with the DIFC Courts Rules (as amended from time to time). Each party waives any objection to proceedings being brought in the DIFC Courts on grounds of inconvenient forum or otherwise.

14.4. Each party irrevocably elects in writing that any Contractual Claim not exceeding AED 1,000,000 shall be brought before the DIFC Courts' Small Claims Tribunal.