Linker Terms

Last updated 3 September 2026 · Version 2026-09-03 · These terms supplement the Offline Terms & Conditions, which continue to apply.

1. What Linker is, and who these terms bind

Linker is a directory inside the Offline app in which independent providers — companies, firms and individuals (each a “Linker”) — are featured to members. A member describes what they need, a Linker quotes a fee, and the member accepts or declines. Everything after that happens between the member and the Linker.

These terms bind two groups, and each accepts them in the app with their acceptance recorded by date, time and version:

• a Linker, when it accepts these terms before going live in the directory; and
• a member, when the member accepts a quote in the app.

In these terms, “Offline” means Offline, a business operating from Abu Dhabi, United Arab Emirates, which operates the Offline platform; wherever these terms release, indemnify, protect or limit the liability of Offline, that protection extends to its owners, officers, employees, contractors and agents. An “engagement” means any service, introduction, meeting, mentoring, access, advice, transaction or other dealing between a member and a Linker, whether or not it began through the app.

2. Offline is not a party to any engagement

This section is the foundation of these terms and prevails over anything inconsistent elsewhere in them.

Offline provides a directory and a messaging tool. It features Linkers and charges them a fee for that feature. It is not a party to any engagement, and is not the provider, supplier, adviser, consultant, broker, dealer, arranger, introducer for reward on the member’s behalf, agent, employer, joint venturer, partner, escrow, merchant or payment provider of, for, or in relation to any engagement. In particular, Offline:

• does not provide any service a Linker provides, and gives no advice of any kind — legal, financial, investment, tax, regulatory, immigration or otherwise;
• does not contract with the member for the engagement, does not set the fee, does not negotiate it, and does not guarantee it;
• does not collect, hold, receive, transmit or handle any money passing between a member and a Linker, at any time, in any amount;
• does not supervise, direct, control, quality-assure or verify any engagement, any Linker’s work, or any outcome, result, introduction, meeting or opportunity; and
• gives no guarantee of any outcome, result, response, meeting, introduction, funding, licence, appointment, commercial benefit or return of any kind.

The fee Offline charges a Linker is consideration for marketing, promotion and featuring in the directory, and for the technology that carries the request and the quote. It is not a fee for the engagement, not a share of the engagement, not commission for acting on behalf of either party, and does not make Offline a party to, or interested in, the engagement.

3. The engagement runs on the Linker’s own terms

Every engagement is governed by a separate contract between the member and the Linker, on the Linker’s own terms of business, engagement letter, scope of work or equivalent (the “Engagement Terms”). The Linker must have Engagement Terms, must make them available through the app before a member accepts a quote, and must ensure they are the terms on which it in fact contracts.

Accepting a quote in the app records the member’s agreement to the fee quoted and their acknowledgement that they are engaging the Linker on the Engagement Terms. No Offline document forms part of the engagement, and nothing in these terms, the Offline Terms & Conditions, or anything published in the app is a term, warranty, representation or condition of any engagement. Where the Engagement Terms and these terms conflict, the Engagement Terms govern the engagement as between the member and the Linker only, and these terms continue to govern each party’s relationship with Offline.

Scope, deliverables, timing, fees, expenses, taxes, payment, credit, cancellation, refunds, confidentiality, conflicts, insurance, professional duties, complaints and dispute resolution for the engagement are matters for the Engagement Terms and for the member and Linker to settle between themselves. Offline has no role in any of them.

4. Listing is not endorsement, recommendation or vetting

Appearing in the directory means a Linker has applied, been accepted for listing, and pays to be featured. It is not a recommendation, endorsement, certification, accreditation or approval by Offline, and it is not a statement that Offline has verified any Linker’s identity, licences, registrations, qualifications, insurance, solvency, competence, track record, reputation or suitability. Offline carries out no due diligence on Linkers for the benefit of members and undertakes none.

Descriptions, headlines, biographies, categories, declared licences and quotes shown in the app are supplied by the Linker. Offline does not check them and is not responsible for them. Members must carry out their own due diligence, take their own advice, and satisfy themselves as to any Linker before engaging them.

5. Licences, permissions and regulated activity

Each Linker warrants, on listing and on each engagement, that it holds, and will maintain for as long as it is listed and for the duration of every engagement, all licences, registrations, approvals, permissions, memberships, professional indemnity or other insurance, and authorisations required by any applicable law or regulator for the services it offers and provides — including, without limitation, where its services touch capital raising or the offer, promotion, arrangement of or advice on financial products or investments, legal services, immigration, corporate services, real estate, recruitment or any other regulated activity, in the United Arab Emirates or anywhere else its services reach.

The Linker alone is responsible for that compliance. Offline holds no licence, and does not purport to hold any licence, for any activity a Linker carries on. Offline’s activity is marketing, promotion and the operation of the platform. A Linker must not offer, and must not through the app hold itself out as able to offer, any service it is not licensed and permitted to provide, and must not describe Offline as its licence-holder, principal, sponsor, employer, agent, adviser or regulator.

A Linker must tell Offline without delay if any licence, registration, permission or insurance is refused, lapses, is suspended, is withdrawn or is made subject to a condition, or if it becomes the subject of any regulatory investigation, enforcement, sanction, insolvency event or criminal proceeding. Offline may suspend or remove a listing immediately in any of those cases.

6. Quotes, engagement and payment — all direct

• A directory listing is an invitation to treat. A quote is an offer by the Linker to the member. Acceptance in the app forms a contract between the member and the Linker on the Engagement Terms, and Offline is not a party to it.
• The member pays the Linker directly. Invoicing, payment, credit terms, taxes, expenses, disbursements, late payment, refunds, chargebacks and recovery are matters between them. Offline never receives, holds, transmits or applies any of that money and has no obligation or ability to secure, refund, guarantee, recover or make good any of it.
• If an engagement is cancelled, abandoned, disputed, defective, delayed, unlawful or unsuccessful, or if a member does not pay or a Linker does not perform, that is a matter between the member and the Linker under the Engagement Terms. Offline is not liable for it, is under no duty to intervene, mediate, adjudicate, chase or compensate, and may at its sole discretion do nothing.

7. Offline’s fees (payable by the Linker)

• Listing fee. A recurring monthly fee to be featured in the directory, in the amount agreed in writing with the Linker and shown to the Linker in the app. It is payable whether or not the Linker receives any request, quote or engagement in that month.
• Per-engagement fee. A percentage, as agreed in writing and shown to the Linker in the app, of the amount of each quote accepted by a member in the app in the relevant month. The quoted amount recorded in the app at the time of quoting is the basis of the calculation.
• Invoicing. Offline invoices the Linker monthly in arrears. Payment is due within 14 days of the invoice date. Overdue invoices bear interest at 12% per annum from the due date until payment, and Offline may pause the listing while any invoice is overdue. All fees are exclusive of VAT (currently 5%), which Offline adds where applicable. Offline never deducts its fee from any payment made by a member: the Linker bills and collects in full, and Offline invoices its fee separately.
• Adjustment. Where the member records in the app that the engagement did not take place, the accepted quote is excluded from the per-engagement fee for that month. Where an engagement is later cancelled or the fee is renegotiated between the member and the Linker, Offline will adjust the per-engagement fee on reasonable written evidence, provided the Linker notifies Offline before the invoice is issued.
• No offset. Offline’s fees are payable irrespective of whether the Linker has been paid by the member, and may not be withheld or set off against any claim, whether against the member or against Offline.
• Confidential. The commercial terms agreed between Offline and a Linker — the listing fee, the per-engagement percentage, and any discount, waiver or variation of either — are confidential. A Linker must not disclose them to any other Linker, to any member, or to any third party, and must not solicit another Linker’s terms. A Linker may disclose them to its own professional advisers, auditors and insurers, and where required by law, a regulator or a court of competent jurisdiction, in each case to the minimum extent required. This obligation continues after these terms end, for so long as the information is not public otherwise than through a breach of this paragraph.

8. Verification, audit and no circumvention

Offline records requests, quotes, acceptances and member confirmations in the app, and may ask a member whether an engagement took place. The member’s answer is used to keep the directory honest and to adjust fees under section 7; members are never told what any Linker pays.

8.1 Introduced Members. A member is an “Introduced Member” of a Linker if, through the Offline app: that member sent the Linker a request; Offline routed a request to the Linker; the member accepted a quote from the Linker; or the Linker otherwise obtained that member’s identity or contact details. The introduction is what Offline is paid for, and it is made once — it does not have to be repeated for the fee to be earned.

8.2 While listed, and the tail. For as long as the Linker is listed, every engagement between the Linker and an Introduced Member is an “Attributable Engagement” on which the per-transaction fee in section 7 is payable — whether or not it was quoted, accepted, performed, invoiced or paid through the app, whether or not it relates to the original request, and however long after the introduction it is agreed. When the listing ends — by termination, removal or otherwise, and for whatever reason — the same applies to every engagement agreed within twelve (12) months of the date the listing ended, with anyone who was an Introduced Member at that date. This section survives termination or removal of the listing.

8.3 No routing around it. The Linker must not, and must not attempt to, avoid or reduce a fee by: taking a request off-platform; quoting outside the app for a request that came through it; understating, splitting, deferring, discounting, re-characterising or netting off a quote or fee; invoicing an Attributable Engagement through an affiliate, subsidiary, parent, partner, employee, agent, related party or any other person; introducing the Introduced Member to a third party in return for a fee, commission or referral of any kind; or soliciting Introduced Members to contract outside the app. An act by any of those persons is treated as an act by the Linker.

8.4 Reporting and audit. The Linker must notify Offline in writing of any Attributable Engagement that did not go through the app, and of its value, within fourteen (14) days of it being agreed. On reasonable notice, Offline may audit the Linker’s books, invoices, engagement letters, client ledgers and bank records so far as they relate to Introduced Members, itself or through an independent accountant. Where an audit shows under-reporting of more than 5% of the fees payable in the period audited, the Linker also pays the reasonable cost of the audit.

8.5 Liability, expressly accepted. The Linker expressly acknowledges and accepts that a circumvented engagement deprives Offline of the fee it was engaged to earn, and that the loss is not limited to that fee — it also includes the cost of detection, investigation and recovery, and the damage to a marketplace whose providers must all be seen to pay on the same basis. Accordingly, on each Attributable Engagement not reported and paid under sections 7 and 8.4, the Linker shall pay Offline, on demand:

• (a) the per-transaction fee that would have been payable had the engagement gone through the app; plus
• (b) a further sum equal to that same amount, as agreed compensation for the cost of detection, investigation, administration and recovery, and for the harm to the integrity of the directory; plus
• (c) interest on (a) at 12% per annum from the date the engagement was agreed until payment; plus
• (d) Offline’s reasonable costs of enforcement and recovery, including legal costs on a full indemnity basis.

The Linker confirms that it has considered this provision, that the sums are a genuine pre-estimate of Offline’s loss and not a penalty, and that they are reasonable and proportionate to Offline’s legitimate interest in being paid for the introductions it makes. Offline may in addition suspend or remove the listing immediately, and may recover the amounts due by set-off against any sum it owes the Linker.

8.6 What this does not restrict. Nothing in this section applies to a member and a Linker who already knew each other before the introduction, or who meet independently of the app — they may deal with each other freely and at no cost, and the Linker only needs to be able to show it. Nor does this section restrict a member: the obligations in this section are the Linker’s alone, and a member is never charged, chased or penalised for how or where they choose to engage anyone.

8.7 No circumvention through personal accounts. Notwithstanding section 8.6, no shareholder, director, officer, partner, employee or consultant of, or working for, a Linker or any of its affiliates may use a personal member account — their own or anyone else’s — to receive requests, deal with members or take engagements that belong with the Linker’s listing, or otherwise to circumvent Offline or the commercial terms agreed with the Linker. Any engagement so obtained is an Attributable Engagement of the Linker, and section 8.5 applies to it. Where any such circumvention is confirmed, the Linker shall in addition indemnify Offline in full for its loss of profit and for all damages, costs and expenses caused; and the Linker acknowledges and agrees that damages alone would not be an adequate remedy for a breach of this section, and that Offline is entitled to injunctive or other equitable relief for any breach or threatened breach, without proof of special damage and in addition to any other remedy. Offline may also close the member account concerned and suspend or remove the listing immediately.

9. Members’ data, confidentiality and conduct

A Linker receives member information only so that it can respond to that member’s request, and receives it as an independent controller under the UAE Personal Data Protection Law (Federal Decree-Law No. 45 of 2021). A Linker must keep it confidential, use it only for that request and any engagement that follows, hold it in accordance with that law and any other applicable data protection law, not add members to marketing lists, not sell, share or transfer it, delete it on request or when it is no longer needed, tell Offline without delay of any loss or unauthorised disclosure of it, and comply with the member’s requests under that law. A Linker must not use the directory to advertise unrelated services, to spam members, or to solicit members for anything other than the request they made.

Each Linker must act with integrity, honesty and professional courtesy, must declare conflicts of interest to the member, must not offer or accept any bribe, kickback or improper payment, must comply with applicable anti-money-laundering, sanctions and anti-bribery laws, and must not make any promise about a result it cannot lawfully or properly deliver.

10. Approval, suspension and removal; no exclusivity

Listing is subject to Offline’s prior approval and to the fees being agreed in writing. Offline may decline, suspend, pause, re-categorise or remove any listing, and may decline, withdraw or delete any request or quote, at its sole discretion and without giving reasons, including to protect members or the community. No exclusivity, territory, category, minimum volume, placement, ranking or visibility is granted to any Linker, and Offline may list competing providers.

11. Term and termination

A listing runs month to month. Either party may end it on 30 days’ written notice; Offline may end or suspend it immediately for breach, for a licensing or regulatory event under section 5, for circumvention under section 8, or where it reasonably considers members are at risk. On termination the listing fee for the month in which termination takes effect remains payable in full and is not apportioned, and any per-engagement fee already accrued remains due. All fees accrued and unpaid at termination — including on engagements already completed — shall be paid within fifteen (15) natural days of the date termination takes effect, without the need for further demand; fees that accrue after termination under section 8 (the tail) are invoiced as they arise and payable within fifteen (15) natural days of the invoice date. Sections 2, 3, 4, 8, 9, 12, 13, 14 and 16 survive termination.

12. Release and hold harmless

To the fullest extent permitted by applicable law, each Linker and each member — for itself and for anyone claiming through it — fully and irrevocably releases, waives, discharges and holds Offline harmless from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses of every kind, whether known or unknown, present or future, direct or indirect, in contract, tort (including negligence), statute, restitution or otherwise, arising out of or in connection with any engagement, including without limitation:

• the acts, omissions, delay, default, negligence, misrepresentation, insolvency, dishonesty or misconduct of a member or a Linker;
• the quality, legality, safety, timeliness, suitability, accuracy or outcome of anything a Linker provides, or the failure to provide it;
• any advice given or introduction, access or opportunity offered, made, refused or not made, and any decision taken in reliance on it;
• non-payment, underpayment, late payment, over-charging, refund, chargeback or any other financial dealing between a member and a Linker;
• any absence, lapse, breach or inadequacy of a Linker’s licences, permissions, registrations or insurance, and any regulatory, tax or criminal consequence of an engagement;
• any breach of confidence, misuse of information, breach of data protection law, or infringement of any third party’s rights by a member or a Linker; and
• any dispute, disagreement, complaint or claim between a member and a Linker, however arising.

Each Linker and each member further agrees to indemnify Offline and keep it fully indemnified against any claim brought against Offline by the other party to an engagement, or by any third party, arising out of or in connection with that engagement or that party’s acts or omissions, including Offline’s reasonable legal costs on a full indemnity basis.

Each party agrees that it will not bring, join or maintain any claim against Offline in respect of an engagement, and that this section may be pleaded as a complete bar to any such claim.

Carve-out. Nothing in these terms excludes or limits liability for fraud or fraudulent misrepresentation, for wilful misconduct, for death or personal injury caused by negligence, or for any other liability that cannot lawfully be excluded or limited. That carve-out is deliberate: a release drafted without it risks being read down or struck out in whole, and this one is intended to be enforced.

13. Limitation of liability

Subject always to the carve-out in section 12, and to the fullest extent permitted by applicable law:

• Offline is not liable for any indirect, consequential, special or punitive loss, nor for loss of profit, revenue, business, opportunity, contract, goodwill, data, anticipated savings or reputation, however arising;
• Offline’s total aggregate liability to a Linker in connection with these terms is limited to the fees actually paid by that Linker to Offline in the three months preceding the event giving rise to the claim; and
• Offline’s total aggregate liability to a member in connection with Linker is limited to the membership fees actually paid by that member to Offline in the three months preceding the event giving rise to the claim, and where no such fees were paid, to AED 500.

The app, the directory and every listing are provided “as is”, without warranty of any kind as to availability, accuracy, completeness or fitness for any purpose, to the fullest extent permitted by law. Any claim against Offline arising out of or in connection with these terms must be started within 12 months of the event giving rise to it; after that it is barred, so far as the law permits.

14. Disputes between a member and a Linker

Any dispute arising out of or relating to an engagement is to be resolved between the member and the Linker under the Engagement Terms. Offline is not a party to it and has no obligation to investigate, mediate, adjudicate, take sides, provide evidence, freeze anything or compensate anyone. Offline may, entirely at its discretion and without accepting any duty or liability by doing so, remove a listing or ask a party for information — and doing so once creates no obligation to do so again.

15. Changes to these terms

Offline may update these terms. The version accepted continues to apply to engagements already accepted in the app; new engagements and continued listing require acceptance of the then-current version where it has changed. An updated version must be accepted within thirty (30) days of taking effect; until it is accepted after that period, the listing is paused — acceptance in the app relists the Linker immediately. The current version is always available at offline.ae/linker-terms.

16. General and governing law

These terms are the entire agreement between Offline and each Linker, and between Offline and each member, in relation to Linker, and replace any prior understanding on that subject. No Linker or member may assign its rights under them without Offline’s written consent. If any provision is held unenforceable, it is severed and the rest continues in force, and any release, indemnity or limitation is to be read as reduced to the maximum extent enforceable rather than struck out. No third party may enforce these terms, except that Offline’s owners, officers, employees, contractors and agents may enforce sections 12 and 13. Nothing in these terms creates any partnership, joint venture, agency, franchise or employment relationship between Offline and any Linker or member.

These terms, and any dispute or claim arising out of or in connection with them, their subject matter or formation (including non-contractual disputes or claims), are governed by and construed in accordance with the laws in force in the Abu Dhabi Global Market (ADGM), including the English common law and statutes applied in the ADGM by the Application of English Law Regulations 2015, without regard to any conflict-of-laws rule that would apply a different law. Offline is not established in the ADGM. The parties agree in writing, for the purposes of Article 13 of Abu Dhabi Law No. 4 of 2013 (as amended) and the ADGM Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015, that the ADGM Courts (including, where the value of the claim permits, the Small Claims Division of the Court of First Instance) have exclusive jurisdiction to hear and determine any such dispute or claim, whether or not either party has any other connection with the ADGM, and each party irrevocably submits to that jurisdiction and waives any objection to it. Proceedings are conducted in English. If a member is a consumer, nothing in this section deprives that member of the protection of any provision of UAE law that applies to them and cannot be excluded by agreement. If, and only to the extent that, a court of competent jurisdiction finally determines that ADGM law cannot govern a particular matter or that the ADGM Courts cannot hear a particular claim, that matter or claim is governed by the federal laws of the United Arab Emirates as applied in the Emirate of Abu Dhabi and the courts of Abu Dhabi have jurisdiction over it; the rest of this section is unaffected.

Questions? Email info@offline.ae. Offline is Offline, a business operating from Abu Dhabi, United Arab Emirates.

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