Terms of Engagement and Project Management Agreement

Lux Oasis Interiors & Renovation

Version 1.0 · Effective 1 September 2026

01Who this agreement is with

These terms are the basis on which we provide renovation project management and pre-purchase commercial assessment services. They apply together with the Project Engagement Letter signed for your project. Where the two differ, the Project Engagement Letter prevails on scope, fees, programme and anything else it deals with expressly.

Lux Oasis Interiors & Renovation is a service line of Lux Oasis Advisory & Services LLC, a company registered in the Sharjah Free Zone (SHAMS), United Arab Emirates, licence number 2645909, TRN 104722180700003 ("we", "us", "our").

"You" means the person or company named as the client in the Project Engagement Letter. If you are signing on behalf of a company, you confirm you are authorised to do so.

Contact: info@luxoasisadvisory.com · WhatsApp +971 58 508 9283

02Group structure

Lux Oasis Advisory & Services LLC and Lux Oasis Holiday Homes are two separate companies registered in the United Arab Emirates. Neither owns the other. Lux Oasis Holiday Homes holds a DTCM licence and operates a short-term rental portfolio in JBR, Dubai Marina and Downtown Dubai. It is our operating partner: the live operation in which our systems and methods are tested before they are offered to clients. Lux Oasis Advisory & Services LLC does not hold a DTCM licence and does not operate short-term rental accommodation.

Where this agreement or our marketing refers to work done on units in a live Dubai portfolio, that portfolio is operated by our operating partner. Our people renovate, furnish and hand over units in it. We do not claim ownership of that portfolio, and we do not claim its licence.

03What we do

We provide renovation project management and coordination. Depending on what the Project Engagement Letter says, that includes some or all of:

• survey and written scope of works;
• design direction and layout;
• budget and programme;
• contractor selection, tendering on a single common scope, and briefing;
• coordination of the permit and approvals route;
• procurement of finishes, joinery, appliances and furniture, fixtures and equipment;
• site coordination, reporting and quality checking against the approved drawings and scope;
• snagging, styling and handover.

We also provide, where the Project Engagement Letter says so, a pre-purchase commercial assessment. Clause 11 governs that service.

04What we do not do

We are not a contracting company. We do not carry out construction work, and we do not hold a construction, contracting or trade licence. All building work, installation, mechanical, electrical and plumbing work and specialist trade work is carried out by contractors and trades who hold their own licences.

We do not provide financial advice, investment advice, mortgage advice, brokerage, valuation or any regulated financial service, and we do not provide, arrange or introduce financing of any kind.

We do not act as a real estate broker and we do not sell, market or list property.

We do not provide architectural, structural, mechanical, electrical or plumbing design services requiring a licensed consultant. Where a project needs a licensed consultant, we will tell you, and you appoint that consultant on the same basis as a contractor under clause 5.

05The contractual chain: how contractors are appointed

This clause is the most important commercial term in this agreement. Read it before you sign.

5.1 Agency model. Unless the Project Engagement Letter expressly says otherwise, you contract directly with each contractor, trade, supplier and consultant on the project. We act as your agent in selecting, appointing, instructing and managing them. Each of those contracts is between you and that party, not between us and that party.

5.2 Our authority. You authorise us to do the following in your name and on your behalf, within the limits set out in the Project Engagement Letter:

• invite and compare tenders on a single common scope;
• recommend a contractor for your written approval;
• issue the order or contract to the contractor you have approved;
• issue instructions to contractors and suppliers on site within the approved scope, budget and programme;
• receive, review and recommend applications for payment;
• issue and administer the snagging list.

We will not commit you to any contract, order, variation or payment above the authority limit stated in the Project Engagement Letter without your written approval. Written approval by email or by WhatsApp message from the address or number stated in the Project Engagement Letter is sufficient.

5.3 What this means for money. Contractor and supplier invoices are addressed to you and paid by you. Our fee is separate and is invoiced by us for our own services. We do not mark up contractor or supplier prices unless the Project Engagement Letter states a mark-up expressly and states the percentage.

5.4 Rebates, discounts and commissions. We will disclose to you in writing any discount, rebate, commission or other benefit we receive or expect to receive from any contractor or supplier on your project, before you approve that contractor or supplier. If you do not consent to it in writing, we will not accept it.

5.5 Where we contract as principal. If, for a particular project or a particular package of works, we contract with a contractor or supplier as principal rather than as your agent, that must be recorded expressly in the Project Engagement Letter, together with the different liability position that follows from it. In the absence of that express statement, the agency model in clause 5.1 applies.

06Contractor licensing and insurance

6.1 Before we recommend any contractor or trade for your approval, we will ask that contractor to provide evidence that it holds:

• a valid trade licence covering the work it is being asked to carry out;
• any approval or registration required by the relevant authority, developer or owners' association for that building;
• public liability insurance, contractors' all risks insurance and workmen's compensation insurance appropriate to the works, at cover levels we will state to you at the time of the recommendation.

6.2 We will pass that evidence to you before you appoint the contractor. Checking that the cover and the licence are adequate for your project, and deciding whether to appoint on that basis, is your decision. We verify that the documents have been provided and that they are current on their face. We do not audit, underwrite or guarantee the validity, adequacy or continuation of any third party's licence or insurance, and we are not liable if a contractor's cover proves inadequate, lapses or is declined by its insurer.

6.3 The insurance requirements above are requirements we place on contractors. They are not insurance provided by us. We make no representation in this agreement that we hold professional indemnity, contractors' all risks or any other insurance. [PLACEHOLDER: if we hold professional indemnity cover, state the insurer, the limit of indemnity, the basis of cover and the period here, and delete the preceding sentence.]

6.4 You may direct us to appoint a contractor we have not recommended, or one that has not provided the evidence at clause 6.1. If you do, we will record that in writing, and clause 7 applies with particular force: we accept no responsibility for the selection, and no responsibility for the consequences of that appointment.

07Defective workmanship and your remedy

7.1 We are responsible for the project management services we provide: the scope we write, the tender comparison we run, the programme we set, the reporting we give you, the inspections we carry out and the recommendations we make. We will carry out those services with the reasonable skill and care of a competent renovation project manager in Dubai.

7.2 We are not liable for defective workmanship, defective materials, damage, delay or non-performance by any contractor, trade, supplier or consultant. Those parties are under contract to you. Your remedy for defective or incomplete work is against the contractor or supplier that carried it out or supplied it, under that party's own contract, warranty and statutory obligations.

7.3 We will help you pursue that remedy. Within the scope of our appointment, and for the period stated in clause 13, we will identify the defect, record it, put it to the contractor, chase the rectification and inspect the correction, at no additional fee. That help is the practical value of having a project manager. It does not transfer the contractor's liability to us and does not make us a guarantor of the contractor's performance.

7.4 Nothing in this clause limits our liability for our own negligence in performing our own services, including a failure to inspect where our appointment required us to inspect.

08Permits, approvals and third parties

8.1 We coordinate the approvals route applicable to your project. In Dubai that generally means the building permissions required for the works, the requirements of the building's owners' association or developer, and the licensing the contractor must hold. Exactly which approvals apply depends on what is being changed and which building it is in, and we confirm that against your scope before work starts rather than assuming it.

8.2 Approvals are granted by third parties on their own timelines and their own criteria. We cannot guarantee that any approval will be granted, or granted by any particular date, or granted on the terms applied for. We are not liable for a refusal, a condition imposed, a delay in a decision, or a change of policy by an authority, developer or owners' association.

8.3 Where an approval is refused or granted on conditions that change the works, the change is a variation under clause 9 and the programme and budget are adjusted accordingly.

8.4 Some approvals and undertakings can only be given by the registered owner. You will sign, or procure the signature of, any application, undertaking, indemnity or deposit required by the authority, developer or owners' association. Deposits and fees charged by those bodies are payable by you.

09Budgets, programmes and variations

9.1 Budgets are estimates. Any budget, cost plan, allowance or provisional sum we prepare is our professional estimate of the likely cost at the time it is prepared, based on the scope as it then stands, the prices then quoted and the conditions then visible. It is not a fixed price, a quotation or a guarantee of final cost. The only fixed prices on a project are the ones a contractor or supplier gives you in its own contract with you.

9.2 Programmes are estimates. Any programme, phasing plan or completion date we prepare is our professional estimate on the same basis. It is not a guaranteed completion date, and we do not accept liquidated or unliquidated damages for delay.

9.3 What moves a budget or a programme. In particular: conditions not visible at survey and revealed when the works are opened up, including services routing, waterproofing, structure and substrate condition; changes you ask for; authority, developer or owners' association conditions; supplier and manufacturer lead times; contractor default; access restrictions imposed by the building; and force majeure.

9.4 Variation procedure. Any change to the approved scope follows this route, and no change is authorised until step (d) is complete:

(a) either party identifies the change and we record it in writing as a numbered variation; (b) we obtain a price and a programme impact from the contractor or supplier concerned; (c) we issue you the variation with the cost effect, the programme effect and our recommendation; (d) you approve or reject it in writing.

9.5 Urgent work. Where work must be done immediately to make the site safe, to prevent damage to the property or to comply with a legal requirement, we may instruct it without prior written approval. We will notify you as soon as we reasonably can, and the variation is recorded and priced afterwards under clause 9.4.

9.6 Reporting. We will report to you on cost and programme at the frequency stated in the Project Engagement Letter, showing the approved budget, variations to date and the current forecast.

10Procurement, lead times and supplier delays

10.1 Where procurement is in scope, we specify, source, order and track items to a delivery date, and we coordinate installation.

10.2 Lead times are the supplier's. Lead times, ship dates, delivery windows and stock positions are quoted by suppliers and manufacturers. They are theirs, not ours. We do not warrant them, and we are not liable for late delivery, short delivery, damage in transit, discontinuation of a line, a change in specification by the manufacturer, customs clearance, or a price change between quotation and order.

10.3 Payment for goods. Unless the Project Engagement Letter says otherwise, you place orders and pay suppliers directly, and title to goods passes to you under the supplier's terms. We do not take title to goods.

10.4 Client funds. If the Project Engagement Letter provides for us to hold funds to pay suppliers on your behalf, those funds are held in the account identified in that letter, are applied only to your project, are accounted for to you with supporting invoices, and any balance is returned to you at the end of the project. We do not hold client funds unless the Project Engagement Letter says so expressly. [PLACEHOLDER: confirm the account arrangement, or delete this clause if we will never hold client funds.]

10.5 Substitution. Where a specified item becomes unavailable or its lead time would delay the programme materially, we will propose an equivalent for your written approval under clause 9.4. We will not substitute without your approval.

10.6 Storage and site risk. Once goods are delivered to the property or to a storage facility you have approved, they are at your risk. Where the contractor is responsible for storage and protection on site under its contract with you, that responsibility sits with the contractor.

11Pre-purchase commercial assessment

11.1 What it is. Where the Project Engagement Letter includes it, we walk a property with you and give a view on the scope of works worth doing, the likely cost of that scope, the resale or letting outcome we would expect in the current market by reference to comparable transactions, and whether the margin survives the costs. We give a straight go or no-go opinion. If we think the project does not work, we say so.

11.2 What it is not. The assessment is commercial judgement about a renovation project. It is not financial advice, investment advice, mortgage advice, tax advice or a valuation, and it is not a regulated financial service. We do not provide, arrange or introduce financing or mortgages of any kind. It is not a survey, a structural report, a snagging report, a building condition report or a legal title check, and it does not replace any of those. We do not act as your broker and we have no interest in whether you buy.

11.3 Basis and limits. The assessment is an opinion formed on a visual inspection, on information you or the seller provides, and on market information available to us at the time. It is not the result of opening up, testing, measuring services, or investigating title, service charges, mortgageability or planning history. Resale and rate figures in it are expectations, not commitments, and they are affected by market movement, the finish actually delivered, and how the unit is priced and operated afterwards.

11.4 The decision is yours. The decision to buy, not to buy, to hold or to sell is yours alone. You should take your own legal, tax, financial and valuation advice before committing. We are not liable for the outcome of that decision, and no part of the assessment is a representation on which you may found a claim that a property was worth more or less than it turned out to be.

11.5 Use. The assessment is prepared for you, for the property and the transaction identified in it, and at the date given. It may not be relied on by any other person, used for any other property, used to obtain finance, or provided to a lender, buyer, seller or agent as a valuation or as support for a price.

12Published figures and case material

12.1 The Greens project. The figures we publish for the completed project in The Greens are the actual figures from one completed transaction, stated after transaction, finance and holding costs, not as the gross difference between the purchase and resale prices. They are historical. They are not a quotation, not a forecast, and not an indication of what any other property will return. The project was renovated under the process described in this agreement.

12.2 Ownership of the Greens unit. [PLACEHOLDER: state the entity that owned the Greens unit at the time of purchase and resale. Do not describe the unit as belonging to the contracting entity, or to "the group", unless that is factually correct and evidenced.]

12.3 Illustrations. The apartment drawing on our website is an illustration created for the website and does not depict a specific client project.

12.4 No offer. Our website describes the way we work. It is not an offer, a quotation or a commitment to any scope, cost or programme. Enquiries by email or WhatsApp are not binding on either side. We may decline work, and we will say so plainly if we think a project is not suited to a project manager or falls outside where we can be useful.

13Handover, snagging and defects

13.1 Practical completion. The works reach practical completion when the works described in the approved scope are complete apart from minor items that do not prevent the unit being used, and we issue a written notice of practical completion to you.

13.2 Snagging. At practical completion we prepare a written snagging list, issue it to the contractor and monitor its close-out. We will inspect the corrections. You may add items to the list within the period stated in the Project Engagement Letter.

13.3 Handover. At handover we provide the handover pack listed in the Project Engagement Letter, which will normally include the snagging close-out record, contractor and supplier contact details, warranties and guarantees passed through from contractors and suppliers, appliance documentation, and the finishes and equipment schedule.

13.4 Defects liability period. The defects liability period is the period stated in the contractor's contract with you. During that period, and for [PLACEHOLDER: 12] months from practical completion, we will, at no additional fee, receive defect reports from you, assess them, put valid defects to the responsible contractor or supplier, chase rectification and inspect the correction. That is a management service. The obligation to rectify is the contractor's, under its contract with you, and the warranty on any product is the manufacturer's or supplier's.

13.5 What is not a defect. Fair wear and tear, damage caused by use, damage caused by others after handover, failure to maintain, and changes made by you or by another contractor after handover are not defects.

14Your obligations

You will: give us access to the property and procure access for contractors; give us accurate information about the property, its title, its service charges and any restriction affecting it; give us the developer or owners' association rules where you have them; respond to requests for decisions and approvals within a reasonable time, because programme depends on it; pay contractors and suppliers on time under your contracts with them; pay our invoices under clause 15; and tell us promptly if you sell or agree to sell the property during the project.

Where the property is tenanted, occupied or subject to a mortgage or a developer restriction, obtaining the consents needed to carry out the works is your responsibility. We will tell you what we think is needed if we can see it.

15Fees, VAT and payment

15.1 Fees. Our fee for each engagement is stated in the Project Engagement Letter, together with the basis on which it is calculated and the stage payments. Fees for the pre-purchase commercial assessment are stated separately.

15.2 VAT. All fees are exclusive of VAT. Where UAE VAT applies, it is charged in addition at the rate in force at the time of supply. We are registered for VAT under TRN 104722180700003.

15.3 Invoicing. Project work is invoiced per the stage payment schedule in the Project Engagement Letter. Where any part of the engagement is provided on a recurring basis, it is invoiced monthly in advance.

15.4 Payment window. Invoices are payable within 14 days of the invoice date.

15.5 Method. Payment is by bank transfer to the account stated on the invoice.

15.6 Late payment. If an invoice is unpaid after its due date, we may suspend our services after written notice.

15.7 Suspension. Suspension does not terminate this agreement and does not suspend the fee. Programme consequences of a suspension for non-payment are not our responsibility, and any resulting contractor standing time or remobilisation cost is payable by you under your contracts with them.

15.8 Refunds. Fees already paid are not refunded on early termination unless we have materially breached this agreement. Fees for work done and costs properly committed up to the date of termination remain payable.

15.9 Expenses. Third-party costs incurred with your approval, including authority fees, testing, printing and courier charges, are recharged at cost.

16Term, suspension and termination

16.1 This agreement runs from the date of the Project Engagement Letter until handover and the end of the period in clause 13.4, unless terminated earlier.

16.2 Either party may terminate an engagement by 30 days' written notice.

16.3 Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 14 days of written notice of it. We may also terminate immediately for non-payment that continues 14 days after written notice.

16.4 On termination we will hand over the project records, drawings, scope, budget, contractor and supplier contacts and correspondence needed for another party to take the project on, once our outstanding invoices are paid. Contracts you hold with contractors and suppliers are unaffected by termination of this agreement and continue to bind you.

17Photography, film and case material

17.1 We may photograph and film the property before, during and after the works, for our own records, for quality control, and for our marketing including our website, social media and client presentations.

17.2 You may withdraw consent to marketing use of images of your property, at any time and without giving a reason, by writing to info@luxoasisadvisory.com. On withdrawal we will stop new use and remove the images from material we control within a reasonable period. We may be unable to recall printed material already distributed or copies held by third parties.

17.3 We will not publish your name, the unit number or any information that identifies you personally without your separate written consent. The building or community may be named unless you tell us otherwise.

17.4 We own the copyright in photography and film we or our suppliers produce. You may use it for letting listings and for the sale of the property, at no charge, with attribution where reasonably practicable.

17.5 Where any person appears in the material, we will obtain their consent separately.

18Confidentiality

Each party will keep the other's confidential information confidential and use it only for the project. We will share your property and scope information with contractors, trades, suppliers, consultants, building management, owners' associations and authorities to the extent needed to quote for, approve or carry out the works. That sharing is expected and is described in our Privacy Policy.

19Intellectual property

Drawings, scopes, schedules, specifications, budgets, programmes and reports we produce remain our property until our fees for the stage that produced them are paid, at which point you receive a licence to use them for the project at that property. That licence does not extend to reuse on another property, to resale, or to issue to another project manager for a different project without our written consent. Our website content, layout, drawings and code remain ours.

20Third-party marks

Third-party names, logos and trademarks are the property of their respective owners. Their appearance on this site indicates the tools and platforms we work with. It does not imply any endorsement, sponsorship or affiliation beyond any partner status we expressly state and hold.

21Liability

21.1 Our total liability arising out of or in connection with this agreement, whether in contract, tort including negligence, or otherwise, is limited in aggregate to the fees paid by you to us for the engagement giving rise to the claim. Where the engagement has run for more than twelve months, the cap is the fees paid by you to us in the twelve months immediately before the event giving rise to the claim.

21.2 We are not liable for loss of profit, loss of revenue, loss of bookings, loss of anticipated savings, loss of data, loss of opportunity, loss on resale, or any indirect or consequential loss.

21.3 We are not liable for the acts, omissions, defaults, defective work or insolvency of any contractor, trade, supplier, consultant, authority, developer or owners' association, whether or not we recommended them.

21.4 Nothing in this agreement limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any liability that cannot lawfully be limited.

21.5 Any claim must be notified to us in writing within [PLACEHOLDER: 12] months of the date you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it.

22Force majeure

Neither party is liable for a failure or delay caused by an event beyond its reasonable control, including authority action, regulatory change, building closure, utility failure, extreme weather, epidemic, and interruption to international shipping or manufacturing. The affected party will notify the other and both will work to limit the effect.

23Changes to these terms

We may change these terms for future engagements at any time. Changes do not affect an engagement already under way unless you agree in writing. We will give at least 30 days' notice by email of material changes and will publish each version at a permanent versioned address. Continuing to use our services after the effective date is not acceptance of a material change.

24Language

These documents are written in English. English is the governing language. If they are translated, the English version prevails.

25Governing law and jurisdiction

[PLACEHOLDER: jurisdiction clause to be selected before publication. Do not publish this document with the placeholder in place.]

These terms are governed by the laws of the United Arab Emirates as applied in the Emirate of [PLACEHOLDER]. Any dispute is subject to [PLACEHOLDER: the exclusive jurisdiction of the onshore Dubai Courts / the exclusive jurisdiction of the DIFC Courts under a written opt-in complying with Article 5(A)(2) of the Judicial Authority Law / arbitration under the Rules of [institution], seat [seat], one arbitrator, English].

Note for review: we are registered in the Sharjah Free Zone (SHAMS). That materially affects the analysis. A SHAMS entity opting into DIFC jurisdiction requires a properly drafted written opt-in, and the enforcement route differs between the three options.

26Notices

Notices under this agreement are given by email to info@luxoasisadvisory.com and to the email address stated for you in the Project Engagement Letter, and are treated as received on the next business day. Day to day project instructions, approvals and reporting may be given by email or WhatsApp as described in clause 5.2.

27General

This agreement together with the Project Engagement Letter is the entire agreement between us on its subject matter and replaces anything said or written before it, including anything on our website. Order of precedence: the Project Engagement Letter, then these terms, then any schedule. If any provision is unenforceable, the rest stands. Neither party may assign without the other's written consent, except that you may assign to a company you control that acquires the property. Nothing in this agreement creates a partnership or a joint venture, and, other than the agency described in clause 5, neither party is the other's agent for any purpose. No third party has rights under this agreement.

28How you accept these terms

These terms are accepted by signing the Project Engagement Letter, which identifies these terms by version number and effective date. We record the version accepted, the date, and the person who signed. Each version of this document is published at its own permanent address and is never overwritten in place.

This document has been prepared for review and requires sign-off by a qualified UAE lawyer before publication. It is not legal advice.