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GENERAL TERMS AND CONDITIONS FOR MARKETPLACE INTRODUCTIONS
The purpose of the Company DREI S.A (hereafter, the ‘Company’), established and with its registered office at 2, rue Schwarzenhof, L-8452 Steinfort, registered with the Luxembourg Trade and Companies Register under number B225717, represented by its Board of Directors currently in office, is to operate the website www.tradavenue.com (hereafter, the ‘Website’), a platform for introducing parties to each other for the purchase and/or sale of property and/or real estate projects.
This document lays down the general terms and conditions for use of the Website and sets the general terms and conditions for the performance of the contractual relationship between Customers and Users (hereafter, ‘GTCs’).
Under the GTCs, the following terms shall be defined as follows, unless otherwise expressly provided :User
Any person who accesses or navigates on the Website, irrespective of the means used to do so, or who uses the Services offered by the Website, or who opens a User Account on the Website.Member
User who accesses the Platform and has paid his or her annual subscription.Purchaser Member
Any member who has shown interest in purchasing immovable property and/or real estate projects and who has the financial capacity to do so.Vendor Member
Any member offering immovable property and/or real estate projects.Website
The website of the platform for introducing parties to each other for the purchase and/or sale of property and/or real estate projects, at the address www.tradavenue.com.Platform
Application named ‘TradAvenue’ that places potential purchasers and potential vendors of property or projects in contact with each other, covering all the property and projects, and all the members.Account
Any user account created following registration on the Website and containing personal identification information making it possible to deliver the Website Services to the User.GTCs
This document, deemed to have been accepted by Users of the Website.Services
The services offered by the Website, as described in point 2.3 of these GTCs, as well as associated items such as alerts, newsletters, agendas, etc.Data
Personal data as defined in Article 4 of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (hereafter, the ‘General Data Protection Regulation’), which are provided by the User to the$ Platform or which are collected by the Company when the Website is used.Introduction
Undertaking made by a User to enter into negotiations with another Platform Member resulting from an initial contact made by a Purchaser, accepted by the Vendor and ratified by the Company following payment of the introduction fee.
3. OBJECT OF THE GENERAL TERMS AND CONDITIONS
- 3.1 These GTCs lay down the arrangements under which the Website is made available to Users, conditions for use of the Services by Website Users, Membership procedures and payment procedures.
- 3.2 A User who joins the Platform or accesses or uses Services shall be deemed to have unreservedly and unconditionally accepted these general terms and conditions.
- 3.3 Since these general terms and conditions may be amended, the terms and conditions applicable shall be those in force that may be accessed on the Platform on the date of access by the User.
4. ACCESS AND AVAILABILITY
4.1. DESCRIPTION OF SERVICES
The Platform offers Members, whether they are vendors or purchasers, the opportunity for direct introductions between potential purchasers and potential vendors of immovable property of all kinds.
The Services provided by the Platform consist of making it easier for a User to search for property for sale or to purchase, by offering, via the Platform, a large number of data on the properties available, which are kept strictly confidential.
The introduction is proposed by a Purchaser Member, then accepted by a Vendor Member and finally ratified by the Company, before data are sent in order to permit direct online negotiation.
- Membership is subject to payment of a joining fee and an annual subscription, the amounts of which will be set annually.
- Membership is valid for 12 months from the date on which the Member accepts the GTCs and pays the joining fee and the annual subscription.
- Membership shall be renewed annually after a request for payment of the subscription and payment thereof.
- The annual subscription shall be due on joining and on each anniversary of that date.
- Joining fees and subscriptions shall not be refundable in the event that the relationship between a Member and TradAvenue ends.
- Once they have made a commitment with TradAvenue, the Purchaser Member and the Vendor Member shall be provided with an interface that is independently managed by them.
A referral offer makes it possible for Members to ensure that another person enjoys the benefits of TradAvenue (hereafter, ‘Referred User’)
A Referred User shall pay a reduced joining fee and the Referring Member shall receive a bonus that may amount to up to EUR 500 reduction on the annual subscription fee.
6. SERVICES & OBLIGATIONS OF USERS
- The User undertakes to access and use the Platform and its Services in good faith, and in accordance with the general terms and conditions.
- Any infringement of these GTCs shall result in the suspension of access to the Platform without any further formality being required other than notification by electronic means.
- All Members agree to submit their full details, in strict confidentiality, including their first and last names and address, which shall be notified to the other Member as soon as an Introduction has been initiated.
Purchase Introduction – Purchaser Member
A Purchaser Member who has made a request to be introduced declares that he or she has been informed that TradAvenue may conclude similar agreements with other Members, and declares that he or she accepts this.
As a Purchaser Member, he or she certifies that he or she has the necessary financial capacity to fund the acquisition of property and/or real estate projects.
Purchaser Members also undertake only to request Introductions that correspond to their capacities; in the event that this undertaking is breached, the Company reserves the right to suspend their access.
Sales Introduction – Vendor Member
Vendor Members shall be bound by an exclusivity arrangement with the Company of a duration of up to 12 months.
This exclusivity is associated with the property and/or projects, not the individual Vendor Member.
The exclusivity will be determined by a Purchaser Member at the time he or she places his or her property and/or project online.
It is subject to renewal.
Any failure to adhere to this exclusivity shall give rise to the penalties set out in Article 7 of these GTCs being added to the account, unless the non-member purchaser is offered a referral membership.
- Once made, the request for an Introduction will be visible for 20 days, after which the request will be archived.
- If Vendor Members are still interested in a request that has already been archived, they may nonetheless request an introduction (‘Second Chance’).
- If relations between a Vendor Member and a Purchaser Member continue, both parties undertake to carry out in good faith all the steps necessary in order to conclude a sales agreement and to retain a relationship that is equally fair and in good faith with TradAvenue during the talks.
- Vendor Members and Purchaser Members undertake to keep TradAvenue informed of any contact, start of negotiations, sale or any other information that is essential for the performance in good faith of the GTCs.
- As part of their use of the Platform, Members, whether they are vendors or purchasers, will be evaluated and a star rating will be given to them to give the Website more clarity.
7. COMPENSATION AND PENALTIES
- Any breach of contract by Users shall result in a lump sum penalty falling due of 10% of the value of the Property concerned, payable to TradAvenue, without prejudice to amounts owed for the introduction provided as set out in point 6 of these GTCs.
- Any delay in payment shall result in late payment interest at being added, from the due date of the invoice.
8. APPLICABILITY OF FEES FOR INTRODUCTION
- The sums charged for the introduction shall be due on acceptance by the Vendor User of the introduction.
- These fees shall be paid by the purchaser.
- The fees shall vary in accordance with the value of the Property offered, and shall be calculated as follows :
- Introduction fees shall be payable within 8 days of receipt of the invoice.
- On payment, the Introduction will be ratified by the Company.
- If payment is not made, penalties and other compensation will be due from the Members in default pursuant to point 7 of these GTCs.
|Up to €5 000 000.00||0.050% of the value||Up to €2 500.00|
|From €5 000 000.00 to €12 500 000.00||Surcharge of 0.020 %||Up to €2 500.00|
|From €12 500 001.00 to €25 000 000.00||Surcharge of 0.010 %||Up to €2 500.00|
|€25 000 000.01.00 and over||Surcharge of 0.010 %||From €2 500.00|
- Negotiations, discussions and other interaction between Members shall take place under the Members’ own responsibility.
- The Company may not be held liable for any breaches on the part of Users in the context of negotiations, discussions or other interaction.
- TradAvenue shall not be held liable in the event of computing malfunctions of any kind, whether relating to the Platform, a User’s equipment or a User’s internet connection.
10. DATA PROTECTION AND CONFIDENTIALITY
- Data are confidential within the meaning of Regulation (EC) No 45/2001 of the European Parliament and of the Council on the protection of individuals with regard to the processing of personal data by the Community institutions and bodies and on the free movement of such data.
- TradAvenue shall restrict access to the personal data of Members to purposes solely connected with the Introduction. The signatories of the general terms and conditions agree that their names, postal and email addresses and telephone numbers may be processed by the Company to enable the latter to pursue its objectives, namely to effect introductions between Users.
- The time for which personal data are kept shall correspond to the length of time strictly necessary for the relationship between the User or the Member and TradAvenue.
- During the time of the relationship between the User or the Member and TradAvenue, each user’s personal data shall be protected in an optimum manner, in accordance with the provisions of Regulation (EU) No 2016/679 of the European Parliament and of the Council of 27 April 2016 on data protection. Required in view of the GDPR
11. COMBATING MONEY LAUNDERING
TradAvenue undertakes to combat money laundering and terrorist financing in accordance with the provisions of Directive (EU) 2015/849 of the European Parliament and of the Council of 20 May 2015, the Law of 13 February 2018 transposing that Directive and the amended Law of 12 November 2004 on combating money laundering and terrorist financing.
If a suspicion of money laundering and/or terrorist financing arises during an Introduction, TradAvenue reserves the right to stop the request for an Introduction to the Member and to carry out the due diligence required by law.
12. JURISDICTION AND ARBITRATION
The courts of the city of Luxembourg shall have sole jurisdiction concerning any dispute that arises or may arise regarding the validity, acceptance, performance or interpretation of these GTCs.
These general terms and conditions are governed by Luxembourg law.
13. GENERAL PROVISIONS
- In the event that one or more of the provisions of these GTCs should be or become null and void, the other provisions of these GTCs shall remain fully valid.
- Failure by the Company to strictly apply these GTCs or failure by the Company to rely on a right set out in the GTCs at any particular time may not be considered to be or interpreted as a waiver of that right or provision.
- The GTCs in force are those available on the Website, subject to subsequent amendments.
- The Company reserves the right, at its sole discretion and at any time, to change, amend, add to or delete sections of these GTCs.
- It is the responsibility of the User to regularly consult the GTCs to check whether any amendments have been made to them.
- Use of the Website by the User following the publication of amended GTCs implies acceptance of those amendments.
- Amendments to the GTCs may be announced for information purposes to all Users so that they may become aware of them before the updates are made.
The Member and the User acknowledge that they have read these general terms and conditions and declare that they agree to them without reservation.