GENERAL TERMS AND CONDITIONS GROEN INVESTMENT GROUP
Last Updated: 25/03/2025
These General Terms and Conditions (“Agreement”) govern all services and business transactions between Groen Investment Group (“Company”), a legal entity incorporated and registered in Amsterdam, the Netherlands, and any natural or legal person (“Client”) who enters into a contractual relationship with the Company. By engaging the Company’s real estate advisory, investment, management, brokerage, or related services (“Services”), the Client agrees to be bound by these Terms and Conditions, which are subject to applicable law.
1. Definitions and Interpretation
1.1. Company
“Company” means Groen Investment Group, a real estate investment and advisory firm registered in Amsterdam, the Netherlands, providing domestic and international Services.
1.2. Client
“Client” means any natural or legal person who enters into an Agreement with the Company.
1.3. Services
“Services” refer to all real estate advisory, investment, management, brokerage, and related services offered by the Company, including any ancillary digital or commercial support services.
1.4. Agreement
“Agreement” means this document, including any additional terms, proposals, confirmations, or documents expressly incorporated herein.
1.5. Fee
“Fee” means the remuneration payable by the Client to the Company for the Services rendered, as set forth in the relevant contractual documentation.
2. Scope of Services
2.1. The Company shall render the Services as described in the respective proposals, statements of work, or other documents forming part of the Agreement.
2.2. Services may be provided both within the Netherlands and internationally.
2.3. The Company reserves the right to amend the scope of Services provided that such amendments are communicated in writing to the Client.
3. Formation and Validity of the Agreement
3.1. An Agreement is deemed effective upon the Client’s acceptance—whether by written confirmation, electronic signature, or any other mutually agreed form of communication.
3.2. In the event of any conflict between these Terms and Conditions and any other contractual documentation, these Terms and Conditions shall prevail unless expressly agreed otherwise in writing by the Company.
4. Client Obligations
4.1. The Client shall provide all information, documentation, and cooperation reasonably required by the Company for the proper performance of the Services.
4.2. The Client warrants that all information and documents provided are accurate, complete, and current.
4.3. The Client shall comply with all reasonable instructions, policies, and regulations communicated by the Company in connection with the Services.
5. Payment and Fees
5.1. The Fee payable for the Services shall be as stated in the applicable contractual documentation and shall be denominated in Euros (EUR) unless otherwise agreed in writing.
5.2. Invoices issued by the Company are payable within the period specified therein. Late payments shall accrue interest at the maximum rate permitted by law.
5.3. The Client shall be responsible for all applicable taxes, duties, or governmental charges arising in connection with the Services.
5.4. In cases where the Services are partially performed or the Agreement is terminated prematurely, the Client shall pay a pro rata Fee as determined by generally accepted standards.
6. Confidentiality and Data Protection
6.1. Confidentiality
Both Parties agree that all information and documents exchanged in connection with the Agreement, including property references, digital files, and proprietary data, shall remain confidential and shall not be disclosed to third parties without prior written consent, except as required by law.
6.2. Data Protection
The Company shall process any personal data received from the Client in strict compliance with the General Data Protection Regulation (GDPR) and applicable data protection laws. The Client consents to such processing for the purpose of fulfilling the Agreement.
7. Intellectual Property Rights
7.1. All intellectual property rights in any materials, methodologies, tools, reports, or other documents used or developed by the Company in the provision of Services remain the exclusive property of the Company or its licensors.
7.2. The Client is granted a non-exclusive, non-transferable license to use such materials solely for the duration and purposes of the Agreement.
7.3. The Client shall not replicate, distribute, or commercially exploit any intellectual property of the Company without obtaining prior written consent.
8. Liability and Indemnification
8.1. Limitation of Liability
8.1.1. Cumulative Liability Cap:
To the maximum extent permitted by applicable law, the Company’s total liability arising out of or in connection with the Agreement (whether in contract, tort, or otherwise) shall not exceed the total Fees paid by the Client in the 12 months preceding the event giving rise to the claim.
8.1.2. Exclusion of Indirect and Consequential Damages:
Under no circumstances shall the Company be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, business interruption, or reputational damage.
8.1.3. Third-Party Acts and Market Risks:
The Company shall not be liable for damages arising from the acts or omissions of third parties, market fluctuations, economic downturns, or any force majeure events.
8.1.4. Limitation Period:
Any claim against the Company must be made within 3 months from the date on which the event giving rise to the claim occurred.
8.1.5. No Personal Liability:
Directors, officers, employees, agents, and affiliates of the Company shall not be held personally liable under any circumstances.
8.2. Indemnification by the Client
8.2.1. The Client agrees to indemnify and hold harmless the Company, its affiliates, officers, directors, employees, and agents from any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from:
a) Any breach by the Client of its obligations, representations, or warranties under this Agreement;
b) Any inaccurate or misleading information provided by the Client;
c) Any claims made by third parties as a result of the Client’s actions or omissions;
d) Any legal, fiscal, or regulatory penalties incurred by the Company due to the Client’s non-compliance with applicable laws.
8.2.2. The indemnification obligations shall survive the termination or expiration of this Agreement for a period of five (5) years.
8.3. Exclusions
The Company does not guarantee specific investment outcomes or the accuracy of information provided, and the Client acknowledges that all real estate investments involve inherent risks. The Client shall obtain independent advice as necessary.
9. International Service Provision and Digital Communications
9.1. While the Company is headquartered in Amsterdam, it may provide Services internationally. The Client is responsible for ensuring compliance with local laws in the jurisdiction where the Services are rendered.
9.2. Digital Communications:
The Parties agree that communications and documents exchanged electronically (including emails, digital signatures, and online data transfers) shall be deemed valid and binding as if delivered in hard copy, subject to applicable digital law requirements.
10. Execution and Performance of the Services
10.1. The Company shall perform the Services with due skill and care and in accordance with industry standards and applicable legal requirements.
10.2. The Client shall cooperate fully and timely, providing all necessary information to enable the Company’s proper performance.
10.3. The Company reserves the right to engage third parties to perform certain aspects of the Services, provided that such engagement does not diminish the Company’s overall responsibility under the Agreement.
11. Term and Termination
11.1. Duration:
This Agreement shall remain in effect until the completion of the Services or until terminated in accordance with these Terms.
11.2. Termination for Convenience:
Either Party may terminate the Agreement by providing written notice, subject to a notice period of three (3) months unless otherwise agreed.
11.3. Termination for Cause:
Either Party may terminate the Agreement immediately upon written notice if the other Party commits a material breach, becomes insolvent, or enters bankruptcy proceedings.
11.4. Upon termination, the Client shall promptly settle any outstanding Fees and reimburse the Company for any reasonable expenses incurred in connection with the Services.
12. Amendments and Waivers
12.1. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
12.2. Failure or delay by either Party in enforcing any provision shall not constitute a waiver of that right or any other right under this Agreement.
13. Force Majeure
13.1. Neither Party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by events beyond its reasonable control, including but not limited to natural disasters, acts of government, war, terrorism, pandemics, cyber-attacks, or other unforeseeable events.
13.2. In the event of force majeure, the affected Party shall promptly notify the other Party and take all reasonable steps to mitigate the impact on performance.
14. Dispute Resolution and Governing Law
15.1. Should any provision of this Agreement be deemed invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect. The invalid provision shall be replaced by a provision that most closely reflects the economic intent of the Parties.
15. Severability
If any provision of this Policy is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Policy constitutes the entire agreement regarding the processing of your personal data and supersedes all prior agreements or communications regarding the same.
16. Entire Agreement
16.1. This Agreement, including any documents expressly incorporated herein by reference, constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements, whether written or oral.
17. Miscellaneous
17.1. Notices:
Any notice required or permitted under this Agreement shall be in writing and shall be deemed delivered when sent to the Company’s registered address or to the Client’s designated contact address.
17.2. No Assignment:
The Client may not assign or transfer its rights or obligations under this Agreement without the prior written consent of the Company.
17.3. Headings:
Headings used in this Agreement are for convenience only and shall not affect its interpretation.