with registered seat in:
Londýnská 730/59, 120 00 Prague 2 (Vinohrady), Czech Republic
IČ (IdNr.): 242 22 038
incorporated in the Commercial Register of City Court in Prague, Section C, Inset 190062 to Agency Agreement
1. INTRODUCTORY PROVISIONS
1.1. These Business Terms and Conditions (hereafter only “Business Terms and Conditions”) of Bohemia del Sol, s.r.o.[Ltd.], with registered seat in Prague, Vinohrady, Londýnská 730/59, County Prague, Postcode 120 00, Id No.: 242 22 038, a company incorporated in the Commercial Register of City Court in Prague, Section C, Inset 190062 (hereafter only “Agent”), set forth the Parties’ mutual rights and obligations arising from and in connection with an Agency Agreement (hereafter only “Agency Agreement”) entered into by and between the Agent and another natural person or legal entity as an interested party (hereafter only “Interested Party”).
1.2. Provisions stipulated in the Agency Agreement may differ from those in the Business Terms and Conditions. In the event that any provision in the Agency Agreement differs from that in the Business Terms and Conditions, the provision in the Agency Agreement shall prevail. The provisions of these Business Terms and Conditions form an integral part of the Agency Agreement.
1.3. The Agent has the right to amend the Business Terms and Conditions. Such amendment shall have no impact on the Interested Parties’ rights and obligations set forth in the previous version of the Business Terms and Conditions.
2. DEFINITION OF TERMINOLOGY
2.1. Property means an immovable property, immovable properties or a unit specified in more detail in the Agency Agreement.
2.2. Negotiated Agency Agreement means a purchase contract concluded by and between an Interested Party and a third party (third parties) concerning the sale of a Property.
2.3. Minimum Price means a minimum price of the Property specified in the Agency Agreement.
2.4. Actual Price of Property means a selling price of the Property stipulated in the Negotiated Agency Agreement. If the selling price of the property stipulated in the Negotiated Agency Agreement is lower than the Minimum Price, or if the selling price of the Property cannot be determined, as the Actual Price of Property shall be deemed to be the Minimum Price. The Agent’s commission is not part of the Actual Property Price.
2.5. Reservation deposit means an amount paid by a third party as a deposit on the Property price according to the Negotiated Agency Agreement.
3. AGENCY AGREEMENT CONTENT
3.1. An Interested Party expresses an interest to sell a Property to a third party.
3.2. By signing this Agreement, the Agent undertakes to exert an effort aimed at creating an opportunity for the Interested Party to conclude with a third party a Negotiated Agency Agreement (i.e. a purchase contract concerning the Property), whereby the Interested Party by signing this Agreement undertakes to pay the Agent for the Agent’s activity a commission determined in compliance with Article 6 of these Business Terms and Conditions.
3.3. The Agent has the right to accept from the third person a reservation deposit the amount of which does not exceed the expected Agent’s commission according to the Agency Agreement.
4. EXCLUSIVE AGENCY
4.1. If the Negotiated Agency Agreement stipulates that it is an exclusive contract, the Interested Party may not use for finding an opportunity to conclude a Negotiated Agency Agreement a different Agency Agreement, or conclude a Negotiated Agency Agreement without the Agent’s participation.
5. PARTIES’ OTHER RIGHTS AND OBLIGATIONS
5.1. The Interested Party acknowledges that the Agent shall not be held liable for third parties meeting their obligations from the Negotiated Agency Agreement.
5.2. The Interested Party must conduct itself towards the Agent honestly, in bona fide, and communicate to the Agent on time any facts which are important for concluding a Negotiated Agency Agreement, as well as any information necessary for proper fulfilment of the Agency Agreement. The Interested Party must provide full, undistorted and truthful information. The Interested Party in particular undertakes to inform the Agent about any legal detects the Property may have, and hereby declares that all the Property’s legal defects have been identified in the Agency Agreement.
5.3. The Interested Party shall provide the Agent with all necessary materials related to the subject matter of the Agent’s activities according to the Agency Agreement.
5.4. The Agent shall, when conducting activities according to the Agency Agreement, proceed with usual care, and respect the Interested Party’s interests.
5.5. The Agent shall keep documents which the Agent has acquired in connection with their activities according to the Agency Agreement, for a period of time during which these documents may be important for the protection of the Interested Party’s interests.
6. AGENT’S COMMISSION AND PAYMENT TERMS
6.1. By signing an Agency Agreement the Interested Party undertakes to pay the Agent a commission from the Actual Property Price.
6.2. For the purposes of determining the commission, by Actual Property Price is meant the price including VAT.
6.3. The Agent becomes entitled to a commission by finding an opportunity to conclude a Negotiated Agency Agreement. The Agent shall be entitled to a commission at the percentage rate stipulated in the Agency Agreement, based on the Actual Property Price. By finding an opportunity for the Interested Party to conclude a Negotiated Agency Agreement is for the purposes of this Agreement meant especially a case when one of the Parties to the Negotiated Agency Agreement submits to the other Party a draft Negotiated Agency Agreement, or otherwise asks this Party to conclude a Negotiated Agency Agreement, or a case when a letter of intent is signed to conclude a Negotiated Agency Agreement, or a case when concluding a Negotiated Agency Agreement has been thwarted by the Interested Party’s conduct.
6.4. If a Negotiated Agency Agreement is concluded without the Agent’s participation and/or as a consequence of the Interested Party’s violation of its obligations according to Clause 4.1 of these Business Terms and Conditions, the Interested Party shall pay the Agent the same commission as if the Negotiated Agency Agreement has been concluded through the Agent’s efforts. According to this clause, the Agent’s entitlement to a commission arises upon the signing of a Negotiated Agency Agreement. The Agent will be entitled to a commission even if the Negotiated Agency Agreement is signed only after the effectiveness of the Agency Agreement has lapsed, however for not longer than twelve (12) months after the effectiveness of the Agency Agreement has lapsed.
6.5. The Agent’s commission shall be payable within seven (7) days after the signing of the Negotiated Agency Agreement, however not later than within 30 (thirty) days after the Agent became entitled to the commission. The Agent’s commission shall be remitted in a cashless payment to the Agent’s account specified in the header of the Agency Agreement. The Interested Party’s liability to pay the commission is deemed met when the relevant amount is credited to the Agent’s account.
6.6. If the Interested Party is in arrears with the commission payment, the Agent will have the right to impose a contractual fine at the rate of 0.05% of the amount owing per day. This provision shall not prejudice the Agent’s right to indemnity for damages suffered because of the violation of the obligation to which the contractual fine applies, if that the damages exceed the contractual fine.
6.7. The Agent is a VAT payer and will add to the Agent’s commission a VAT in accordance with generally binding legal regulations.
6.8. The Agent will have the right to use the paid reservation deposit to collect their commission.
6.9. Unless explicitly agreed otherwise, the Agent shall not have the right to have any expenses related to the Agent’s activities concerning the Agency Agreement reimbursed.
7. PROTECTION OF INFORMATION
7.1. Unless the Parties agree explicitly in writing otherwise, as confidential shall be regarded any information concerning economic and legal terms and conditions of the Agency Agreement (hereafter only “Confidential Information”).
7.2. The Parties undertake not to disclose any Confidential Information. The Parties undertake to have their employees, agents, statutory bodies, members of statutory bodies, members of supervisory boards, partners and other persons who will have access to Confidential Information, make the same undertaking.
7.3. As Confidential Information according to this Article shall not be regarded information which has become publicly known without the culpability of the receiving Party.
7.4. The provisions of this Article (i.e. entire Article 7 of the Business Terms and Conditions) shall not be affected by an expiry of the Agency Agreement’s effectiveness (for any reason whatsoever), whereby the effectiveness of these provisions will expire at the earliest three (3) years after the expiry of the Agency Agreement’s effectiveness.
8. PROTECTION OF PERSONAL DATA
8.1. Personal data of Interested Party who is a natural person is protected by Act No. 101/2000 Coll., the Personal Data Protection Act, as amended.
8.2. Interested Party who is a natural person hereby agrees with the processing of the following of their personal data: first name, surname, telephone number, residential address, date of birth, electronic mail address and nationality (hereafter collectively only “Personal Data”).
8.3. Interested Party hereby agrees with the Interested Party’s Personal Data to be processed by the Agent for the purposes of fulfilling the obligations from the Agency Agreement, and for the purposes of sending commercial messages by the Agent.
8.4. The Interested Party’s Personal Data may not be disclosed to third parties. The Agency has the right to appoint a third party as well as a processor to process Personal Data.
8.5. The Interested Party acknowledges that he or she must provide his or her Personal Data correctly and truthfully, and that he or she must notify the Agent without undue delay about any changes in his or her Personal Data.
8.6. Personal Data will be processed for the period of 10 years. Personal Data will be processed in an electronic form in an automatic mode, or in a printed form in a non-automatic mode.
8.7. The Interested Party acknowledges that the Personal Data provided are accurate, and that he or she has been advised that the Personal Data have been provided voluntarily.
8.8. Should the Interested Party be of the opinion that the Agent or the Agent’s processor (clause 8.4) processes the Interested Party’s Personal Data in contradiction with the protection of the Interested Party’s personal life or in contradiction with applicable legislation, especially if the Personal Data are in view of the purpose of the processing inaccurate, Interested Party may:
8.8.1. demand an explanation from the Agent or the Agent’s processor;
8.8.2. demand that the Agent or the Agent’s processor rectify this situation;
8.9. If the Interested Party requests any information concerning the processing of Interested Party’s Personal Data, the Agent must provide such information. The Agent has the right to charge for providing the information according to the previous sentence a reasonable fee not exceeding the costs necessary to provide such information.
8.10. The Interested Party agrees to receive information and commercial communications concerning the Agent’s services or business by the Agent to the Interested Party’s address, and to receive commercial communications by the Agent or by third parties to the Interested Party’s address.
9. AGENCY AGREEMENT TERM
9.1. The Agency Agreement becomes effective upon being concluded and shall remain effective for a fixed term. The Agency Agreement term is specified in the Agency Agreement.
9.2. The Agent will have the right to serve a notice of termination in the event that the Interested Party becomes insolvent or be placed in liquidation, or if the Interested Party repeatedly fails to communicate with the Agent’s sales representative. The notice of termination according to this clause becomes effective upon being served to the other Party. Unless stipulated otherwise, the contractual relationship lapses the moment the notice of termination becomes effective.
9.3. Termination of the Agency Agreement’s effectiveness shall have no impact on the effectiveness of those clauses of the Agency Agreement (including the Business Terms and Conditions) whose effectiveness continues beyond the effectiveness of the Agency Agreement. Terminating the Agency Agreement’s effectiveness shall have no impact on the Parties’ rights concerning an already concluded Agency Agreement (including the Agent’s entitlement to a commission).
10. OTHER PARTIES’ RIGHTS AND OBLIGATIONS
10.1. Either Party must inform the other Party about any facts which are or may be important for the proper performance of the Agency Agreement.
10.2. The Agent is entitled to use, with the Interested Party’s consent, the Interested Party’s company or trading name or the Interested Party’s name for marketing purposes as so-called references, in all types of promotional materials (irrespective of the form of these promotional materials, or the technologies by which they are communicated).
10.3. A Party that breaches its obligations from the Agency Agreement, or a Party which, taking into account all circumstances, should know that it will breach its obligation from the Agency Agreement, must notify the other Party about the nature of the obstacle which is preventing it or will prevent it from fulfilling the obligation, and about the consequences thereof. The notification must be sent without an undue delay after the Party has learnt about the obstacle or should have learnt about if exercising due care.
11. FINAL PROVISIONS
11.1. The Parties have agreed that if the relationship established by the Agency Agreement contains an international (foreign) element, the relationship will be governed by Czech legislation.
11.2. The Agency Agreement constitutes a full agreement between the Parties concerning the subject matter of the Agency Agreement, and substitutes any previous agreements between the Parties concerning the subject matter of the Agency Agreement. The Agency Agreement can be modified only by written agreement between the Parties in the form of numbered annexes to the Agency Agreement.
11.3. Should any provision of the Business Terms and Conditions or the Agency Agreement be invalid or ineffective or become so, such invalid provision shall be substituted by a new provision the meaning of which is as close to the invalid provision as possible. The invalidity or ineffectiveness of a single provision shall not have an impact on the validity of the remaining provisions. Any changes or amendments in the Agency Agreement or the Business Terms and Conditions must be executed in a written form.