Terms and Conditions for Advisory & Brokerage services
Article 1: Definitions
In these General Terms and Conditions:
A. Client: any private party or Limited Company who has instructed the contractor to perform work.
B. Contractor: REAL ESTATE FOCUS B.V. / I-FOCUS REAL ESTATE B.V., located in Amsterdam.
C. Activities: any form of advice, interests representation, mediation and / or negotiation as well as other tasks that the contractor performs or implements on behalf of and for the benefit of the client.
In the production of agreements (purchase, rental, delivery contracts, etc.) by the contractor on behalf of the client, the contractor is never liable for the consequences of this. The Client must at all times carry out an investigation or inspection with regard to the legal correctness of the agreements. The costs and risks are for the account of the client.
Article 2: General
1. These General Terms and Conditions apply to the formation, content and performance of all agreements concluded between the client and the contractor, including correspondence, quotations, documentation, oral, written and electronic / digital information and the like.
2. Afwijkingen van deze Voorwaarden zijn alleen van toepassing voor zover deze schriftelijk door de directie van opdrachtnemer aan opdrachtgever of belanghebbende zijn bevestigd.
3. Deviations from these Terms and Conditions only apply insofar as they have been confirmed in writing by the management of the contractor to the principal or interested party.
4. A best efforts obligation does not guarantee that the intended result will be achieved.
5. The Contractor has the right to have the execution of certain activities performed by third parties without further notification to the Client.
6. The Client shall always provide the Contractor in a timely manner with all required information and documentation as well as all information regarding possible new developments that occur during the course of the assignment.
Article 3: Offers
1. The mere issuance of a quotation, estimate or similar announcement, whether or not indicated with a quotation, does not oblige the contractor to conclude an agreement with the client.
2. Offers from the contractor are always without obligation and can only be accepted without deviations. An offer will in any case be deemed to have been rejected if this has not been accepted within thirty days of the date.
Article 4: Cancellation
In the event that the client cancels an agreement, he obliges the contractor to compensate the damage resulting from this for the contractor. This damage includes the losses suffered by the contractor and loss of profit and in any case the costs that the contractor has already made in preparation, including, among other things, the reserved capacity and the services invoked.
Article 5: Prices
1. All quoted prices are exclusive of sales tax (VAT) and other levies imposed by the government.
2. The price that the contractor has specified for the activities to be performed by him applies exclusively to the work in accordance with the agreed specifications.
3. In the case of composite offers, there is no obligation to execute part of the work against the amount stated in the offer for this part or for a proportionate part of the price specified for the whole.
Article 6: Fee or price changes
1. The client owes the fee by the mere fact that the contractor has performed work for the client.
2. If no fixed fee or calculation scale is agreed, the fee will be determined on the basis of hours actually spent. In that case, the fee will be calculated according to the usual hourly rates of the contractor, applicable for the period in which the work is performed, unless a deviating hourly rate has been agreed upon.
3. The contractor is entitled to increase the agreed fee or price if one or more of the following circumstances occur after the conclusion of the agreement: increase of the costs of services required for the performance of the agreement; increase of shipping costs, of wages, of employer's costs, social insurance, of the costs associated with other employment conditions; introducing new and increasing existing government levies on, among other things, energy or a significant change in the currency ratios or in general conditions that are comparable with each othe
4. The contractor is entitled to increase the agreed fee or price or to reduce the fee or the price if the client makes changes to the originally agreed specifications. The contractor shall cooperate within these reasonable limits if the content of the work to be performed by him does not deviate substantially from the original agreed work.
Article 7: Term of payment
1. Unless otherwise agreed, the client must pay the price and the other amounts due by virtue of the agreement within 14 days after the invoice date, without being able to invoke any discount, settlement or suspension.
2. Declarations and invoices from the contractor are sent to the last known and agreed address of the client. Interim invoicing takes place periodically with a frequency that is suitable for the contractor. The payment will only be deemed to have been made at the time that the amount owed is received by the contractor or at the moment that this amount is credited to the account of the contractor.
3. In the event of overdue payment, the client is in default without any further notice of default being required from the contractor.
4. In the event that the client is in default vis-à-vis the contractor, the latter has the right to suspend the execution of the assignment issued to it until the moment the client has remedied the omission.
5. The contractor is entitled to request the client to pay an advance for the assignment (s) to be carried out by the contractor within a payment term set by the contractor.
6. In the case of a joint assignment, clients are jointly and severally liable for the payment of the invoice amount insofar as the work has been performed for the joint clients.
7. If the client does not pay on time as referred to in paragraph 1 of this article, due to the delay in the payment of the amount due by him from the invoice date, he will owe statutory interest on this amount. The contractor is entitled to charge a twelfth part of this interest on every month or part of this month in which the client has not fully fulfilled his obligation to pay.
8. In the event of late payment as referred to in paragraph 1 of this article, the client in addition to the amount due and the interest thereon, shall be obliged to full compensation of both extrajudicial and judicial collection costs, including the costs for lawyers, debt collectors and collection agencies.
9. The extrajudicial costs are set at at least 15% of the principal sum, with interest such with a minimum of € 500.00.
Article 8: Content and modification agreement
1. The client bears the risk of misunderstandings with regard to the content and execution of the agreement if these are caused by the contractor not, incorrectly, not timely or incomplete other announcements made verbally or by a person appointed by the client or have been transferred by any technical means such as, for example, the telephone, the fax and similar transmission media.
2. The agreement is entered into for an indefinite period of time unless it follows from the nature or scope of the assignment that it has been entered into for a definite period of time. The client must terminate the order in writing (by registered email) in good time before the end of the specified time. In case of default or late cancellation, an automatic extension of at least 6 months applies and is tacitly in force.
3. If the assignment has been entered into for a certain period, there will be no obligations after this period and the client is free to deal with third parties. With the proviso that the third party was not previously known to both the contractor and the client during the term of the assignment. If the client comes to a successful transaction after the end of the sales period with clients (directly or through business relations), the contractor is entitled to the full commission.
4. If one or more provisions of an agreement entered into by the contractor may be invalid, the agreement will remain in effect as far as possible.
Article 9: Force Majeure
1. Deficiencies of the contractor in the fulfillment of the agreement can not be attributed to him if they are not due to his fault, nor are they under the law, the agreement or generally accepted for his account.
2. Deficiencies of the contractor in the fulfillment of the agreement as a result of force majeure in whatever sense and / or circumstances beyond the fault or direct action of the contractor, are considered as not attributable to the contractor and give the client no right to dissolution of the agreement or compensation.
3. If the contractor can not, not timely or improperly fulfill his obligations under the agreement as a result of a non-attributable cause, including but not limited to stagnation in the regular course of affairs within his company, these obligations shall be suspended until the moment that contractor is still able to fulfill this in the agreed manner.
Article 10: Liability
1. The contractor's liability under the contract with the client is limited to an amount that is proportional to the agreed fee by standards of reasonableness and fairness and will never exceed the total amount of the invoices paid to the contractor for the relevant assignment.
2. If the contractor is held liable by a third party in respect of any damage for which he is not liable pursuant to the client or these delivery conditions, the client shall fully indemnify him in this regard and the contractor shall reimburse everything he has to pay to this third party.
3. The Contractor will exercise due care when engaging third parties for the performance of the work. However, the Contractor is not liable for errors or shortcomings of these third parties.
4. Contractor has the right at all times, if and as far as possible, to reverse the damage of the client.
5. Contractor is not liable for damage or destruction of documents during transport or during shipment by mail, regardless of whether the transport or dispatch is done by or on behalf of the client, contractor or third parties.
Article 11: Confidentiality
1. The contractor undertakes not to disclose or provide secrecy with regard to the data and information made available by or on behalf of the client to third parties without the permission of the client, unless: a. This information must be made public for the proper performance of the work. ; b. this information has previously been made public in printed publications or from other public sources; c. Contractor as a result of a statutory provision or court order is obliged to disclose this confidential information, in this case the Contractor will promptly place the Client on the altitudes; d. the client has granted permission to the contractor to make the information public. The Contractor shall impose the same obligation of confidentiality on third parties engaged by the Works.
Article 12: Disputes
All disputes that may arise in connection with the agreement between the client and the contractor or further agreements concluded between them, will be exclusively judged by the competent court in Amsterdam.
Article 13: Applicable law
The agreement between the contractor and the client is governed by Dutch law.