REFERRER AGREEMENT

Version 1.0 — Electronic acceptance via the ONLY Apartments Referrers App

The parties

ONLY APARTMENTS REAL ESTATE S.L. (hereinafter, "ONLY Apartments"), Spanish tax ID B26926378, registered office at Carrer de Monsenyor Palmer 1, 07014 Palma de Mallorca (Balearic Islands), real estate agent registered in the Official Registry of Real Estate Agents of the Balearic Islands.

THE REFERRER: natural or legal person registered in the ONLY Apartments Referrers App, identified by the data provided in their profile (name, tax ID, address, IBAN, IAE category).

Both parties freely accept this agreement and confirm their full legal capacity to be bound by it.

1. Purpose

The Referrer recommends to ONLY Apartments owners of properties in Mallorca who are considering selling or renting their property long-term, as well as interested parties who wish to buy or rent an apartment (together, the "referred person"). ONLY Apartments contacts the referred person and, if a brokerage agreement is signed and a commission for that brokerage is actually collected, pays the Referrer a fee according to the terms of this agreement. All provisions of this agreement apply to owners and search-interested parties accordingly.

The Referrer does not participate in negotiations, does not represent ONLY Apartments before third parties, and does not perform real estate brokerage activity. The Referrer's role is limited to transmitting contacts pre-qualified by a direct conversation with the owner.

2. Procedure

  1. The Referrer, after personally speaking with an owner about a possible sale or rental of their property, enters the owner's contact data (name and phone number) into the App.
  2. The Referrer expressly confirms, via mandatory checkboxes in the App, that (a) they have had a personal conversation with that person about the matter, (b) the person is, to their best knowledge, the owner of the property, and (c) they have informed the owner that ONLY Apartments may contact them.
  3. The App automatically sends a message (WhatsApp or SMS) to the owner, identifying ONLY Apartments and the Referrer, and requesting express confirmation to be contacted.
  4. If the owner replies "SI" (YES) within 48 hours, the lead is activated. ONLY Apartments may contact them.
  5. If the owner replies "NO" or does not respond within 48 hours, the data is automatically deleted and the lead is not considered activated.

3. Referrer fee

3.1. If, as a result of an activated lead, ONLY Apartments signs a brokerage agreement with the owner and subsequently collects a commission for the sale or rental of the property, the Referrer is entitled to receive 25% of the net amount actually collected by ONLY Apartments for that operation (excluding IVA).

3.2. The Referrer's right to the fee arises at the moment ONLY Apartments effectively receives payment of its commission. If the transaction does not close, or if the commission is not collected (e.g. due to contract termination), no fee accrues.

3.3. The Referrer's fee is paid against an invoice issued by the Referrer, with the appropriate tax breakdown according to their situation (see clause 4).

3.4. ONLY Apartments notifies the Referrer, via the App, of the closure of each transaction and the amount of the corresponding fee, within a maximum of 15 days from collection.

3.5. The limitation period for claiming accrued fees is three (3) years, in accordance with article 1967 of the Spanish Civil Code and the doctrine of the Supreme Court (STS 800/2021).

4. Invoicing and tax

4.1. The Referrer issues an invoice to ONLY Apartments for the amount of their fee, applying the general IVA rate of 21%.

4.2. The Referrer expressly declares their IAE category at the time of registration in the App and warrants that this category covers the paid intermediation activity carried out under this agreement. The Referrer assumes personal and exclusive responsibility for keeping their tax registration and situation up to date.

4.3. The application or non-application of IRPF withholding is determined automatically based on the declared category:

  • If the Referrer is registered in Section 2 of the IAE (professional activities), ONLY Apartments will apply the legally applicable withholding rate.
  • If the Referrer is registered in Section 1 of the IAE (business activities), no withholding will be applied and the Referrer will declare the income according to their tax regime.

4.4. The Referrer holds ONLY Apartments harmless from any claim or sanction arising from a tax classification incorrectly declared by the Referrer.

5. Data protection

5.1. Owner's data. ONLY Apartments is the data controller for the processing of the owner's data once received via the App. The legal basis for processing during the verification period is legitimate interest (article 6.1.f GDPR: verification of consent via double opt-in, with data minimisation, limited storage period and automatic deletion). After the owner's affirmative reply, the legal basis becomes consent (article 6.1.a GDPR).

5.2. Referrer's data. ONLY Apartments processes the Referrer's data (name, tax ID, address, IBAN, tax data) for the performance of this agreement and compliance with legal obligations (invoicing, tax). The full privacy policy for the Referrer is available in the App.

5.3. Referrer's warranties regarding third-party data. The Referrer warrants that: a) They have personally spoken with the owner before entering their data. b) They have informed the owner that ONLY Apartments may contact them. c) The person is, to their best knowledge, the owner of the property. d) They do not obtain the data from an employment or professional relationship that obliges them to maintain confidentiality (e.g. they will not transmit data obtained as an employee of a homeowners' association, as a concierge or property manager, without the express consent of the owner). e) They assume personal and exclusive responsibility for any claim arising from breach of these warranties, holding ONLY Apartments harmless.

6. Lead attribution and exclusivity

6.1. Attribution of a lead is by order of arrival (first-touch). If the same owner was already registered in ONLY Apartments' CRM prior to transmission by the Referrer, it is not considered a new lead and does not generate a fee.

6.2. If two Referrers transmit the same owner, the first to obtain the owner's "SI" reply receives the attribution and any fee.

6.3. Protection period: if the owner replies "NO" to the first message, their data may not be re-entered by any Referrer for a period of 90 days (cooling-off), unless the owner contacts ONLY Apartments directly on their own initiative.

7. Confidentiality

The Referrer will maintain confidentiality regarding transactions, fees and other commercial information accessed under this agreement.

8. Term and termination

8.1. This agreement is of indefinite duration. Either party may terminate it at any time, by notice through the App or by email to info@onlyapartmentsre.com, with 15 days' notice.

8.2. Termination does not affect fees already accrued from leads activated before the termination date, which remain in force as provided in clause 3.

8.3. ONLY Apartments may suspend or terminate this agreement immediately if the Referrer breaches the warranties in clause 5.3 (especially regarding the prior conversation with the owner or the correct attribution of ownership).

9. Governing law and jurisdiction

This agreement is governed by Spanish law. For any dispute arising from it, the parties submit to the Courts of Palma de Mallorca, expressly waiving any other forum that may correspond to them.

10. Electronic acceptance

The Referrer accepts this agreement by express marking in the ONLY Apartments Referrers App. This constitutes valid and binding consent in accordance with Law 6/2020 on electronic trust services and Regulation (EU) 910/2014 (eIDAS).

The exact date and time of acceptance, the version of the agreement accepted and the identifying data of the Referrer are recorded immutably in the system and are available to the Referrer in their profile at any time.

ONLY APARTMENTS REAL ESTATE S.L. Tax ID B26926378 Carrer de Monsenyor Palmer 1, 07014 Palma de Mallorca, Spain info@onlyapartmentsre.com