General Agreements

GENERAL DELIVERY CONDITIONS ASSOCIATION OF LETTING AGENTS IN AMSTERDAM

Article 1: Applicability, definitions

1. These General Delivery Conditions are applicable to all agreements that Zen Home Rentals, hereinafter referred to as “Letting Agent”, enters into with their Clients.

2. ‘Intermediation’ is a Letting Agent’s best efforts obligation aimed at conclusion of a tenancy agreement for residential accommodation between the Client and a counterparty as defined in Article 7:425 of the Dutch Civil Code in return for payment of a fee by the Client. The Letting Agent will never accept an assignment for intermediation for the same residential accommodation from the Client’s counterparty.

3. ‘Counterparty’ is the (prospective) landlord of the relevant residential accommodation if the Client is the party that wishes to rent that residential accommodation. If the Client is the party that wishes to let that residential accommodation, Counterparty means the (prospective) tenant of the relevant residential accommodation.

4. Any provisions that deviate from these General Delivery Conditions will be part of the agreement entered into between the parties only if and in so far as the parties expressly so agree in writing.

5. A Client that consists of two or more (legal) entities will be jointly and severally liable to the Letting Agent for the performance of all obligations towards the Letting Agent.

6. Inapplicability of (any part of) any provision of these General Delivery Conditions will not affect the applicability of the other provisions of these General Delivery Conditions.

Article 2: Client’s cooperation in respect of performance of the agreement

1. The parties will not do and/or refrain from doing anything that interferes or that could interfere with the proper performance of this agreement. The Client will cooperate in every respect to ensure a proper performance of the agreement by both parties, including by providing all the details that the Letting requires on time.

2. The Letting Agent will not initiate the work until the Client has provided him with all the details necessary for that purpose and the Client has made any payment or down payment that may have been agreed.

Article 3: Agreements, assignments

1. A ‘search assignment’ is a best efforts’ obligation of the Letting Agent aimed at finding a tenant suitable for the relevant residential accommodation for the Client. The Client may also grant search assignments to other parties.

2. Depending on the Client’s wishes and any additional conditions that the parties agree upon in the course of performance of the agreement, the Letting Agent may undertake to:

o provide advice on letting residences and market conditions;

o inspect the residence;

o determine the rental value of the residence:

o take the meter readings;

o take photographs of the residence;

o post photographs and information of the residence on the website of the Letting Agent, on various housing websites, with other letting agents/intermediaries and/or in other media;

o post a ‘to let’ sign;

o draft and post a shop window advertisement;

o screen prospective tenant(s) in advance;

o negotiate the contents of the tenancy agreement with prospective tenants on behalf of the Client;

o ensure that a written tenancy agreement is drawn up and is signed by both parties;

o provide information on and an explanation of the tenancy agreement.

o ensure that the tenant’s first payment is made on time;

o organise the transfer of the residence;

o compile a proper inspection report (including photographs) in triplicate, including the meter readings, a key check, an inspection of home contents, an identification of any defects);

o to provide support in respect of: maintenance contracts, removal, transport/purchase of fixtures and fittings, finding workmen in connection with paintwork, wallpapering, laying floors, etc.;

o to take care of an Internet connection, as well as connection to utilities;

o to act as primary source of information for the Client during the term of the tenancy agreement.

3. The Client will provide the Letting Agent on his/her own initiative with all information, data and records that are necessary for the assignment to be carried out and vouches for their correctness.

4. If the Letting Agent’s intermediation for the Client leads to a tenancy agreement for the residential accommodation, the Client must pay the fee (commission) agreed between the parties to the Letting Agent. The Client must pay that commission to the Letting Agent within 14 days of the invoice sent to him/her for that purpose.

5. The fee is deemed to be a reasonable remuneration for the work that the Letting Agent performs for the Client for the execution of the agreement. The parties take into account that the fee due is a rate customary in the market that is not linked to the scope of the work to be carried out by the Broker but to a result to be achieved.

6. The Client has instructed the Letting Agent to collect the first instalment of gross rent and the deposit from the tenant. The Letting Agent will transfer the collected amounts to the Client after settling any amounts that are due by the Client to the Letting Agent.

7. If it is found that the Client (jointly) lets or has granted a (joint) right of use to one or more persons or parties whose details were given to the Client by the Letting Agent, the Client must pay the agreed fee to the Letting Agent, regardless of whether the tenancy agreement was concluded as a result of the Letting Agent’s intermediation.

8. If the tenant with whom the Client has entered into a tenancy agreement as a result of the Letting Agent’s intermediation does not occupy the relevant residential accommodation or if the tenancy agreement of that accommodation is terminated, is nullified or is dissolved, the Client remains obliged to pay the agreed fee and the Client will not be entitled to any full or partial refund.

9. If a (housing) permit is required for the residential accommodation, obtaining that permit for the Client and/or the tenant will be for the account and at the risk of the Client, and the Client will be obliged to pay the agreed fee, regardless of whether the permit has been or will be granted, unless the parties have agreed otherwise.

10. If the Client terminates or frustrates the negotiations and/or is no longer prepared to let the residential accommodation to the prospective tenant after the negotiations with a prospective tenant have commenced, regardless of whether the Client has signed a letter of intent for that purpose, the Client will be obliged to reimburse the Letting Agent for the loss incurred by the latter. That loss will in any event amount to the agreed fee that would have been due by the Client if a final tenancy agreement for the residential accommodation were to be concluded. If the amount of the agree fee is based on the amount of the rent to be agreed with the prospective tenant and the amount of the rent has not yet been agreed, the compensation will be based on the initial letting offer by the Client. In addition, the Client will be obliged to indemnify the Letting Agent for any loss to be incurred by the relevant prospective tenant.

11. Immediately after the Client and a prospective tenant have reached agreement on a tenancy agreement for residential accommodation as a result of the Letting Agent’s intermediation, the Letting Agent will first draw up a tenancy confirmation, which states the principal clauses of the tenancy and will subsequently draw up a tenancy agreement to be signed by the parties. The Client will be obliged to promptly sign that tenancy confirmation form.

12. The Client warrants and guarantees in all respects (also in view of any possible claims of any nature whatsoever of other parties having rights to the residential accommodation, mortgage holder(s), insurers, (local) governments, manager(s), other letting agents, associations of apartment owners and similar parties) that it has the right to offer the residential accommodation for letting and indemnifies the Letting Agent from all possible claims of third parties in respect of the extra-judicial and judicial costs to be incurred by the Letting Agent in that respect. The Letting Agent does not accept any liability in that respect.

13. The Client declares to be fully aware of the tenant protection afforded to the tenant under mandatory law against, for example, termination of the tenancy by the Landlord, excessive rent prices, excessive or incorrect service charges and excessive or incorrect one-off fees on conclusion of tenancy agreements. The Client (rather than the Letting Agent) will determine the desired term of the tenancy agreement, the amount of the rent, the amount of the deposit, the composition of the package of services, the amount of (the advance to) the service charges and the amount of any one-off fees. The Letting Agent does not accept any liability for any loss that arises from the content of the tenancy agreement, in particular with regard to its term, the amount of the rent, the amount of the deposit and the amount of (the advance to) the service charges, the composition of the package of services and the amount of any one-off fees.

14. The Client declares to be aware that the tenant protection referred to in Article 3(13) includes schemes that permit temporary tenancy contracts in very specific cases only, and that the tenant may ignore the temporary nature of any tenancy agreement that is established in breach of the law and may rely on tenant protection. The Letting Agent does not accept any liability for any loss that is due to such reliance on tenant protection (whether or not justifiable) by the tenant.

Article 4: Personal data

The Client’s personal data will be included in the Letting Agent’s records. The Letting Agent will not disclose any data to third parties without the Client’s consent, unless he is obliged to do so in view of a statutory obligation and/or such disclosure is useful or necessary to carry out the assignment. The Letting Agent will use the registered data for the sole purpose of carrying out the Client’s assignment.

Article 5: Letting Agent’s best efforts’ obligation

The Letting Agent will endeavour to the best of his knowledge and ability to achieve the results desired or envisaged by the Client. This is always a best efforts’ obligation of the Agent rather than an obligation to produce a certain result. For that reason, any failure to achieve the result does not release the Client from his/her obligation towards the Letting Agent, with the exception of any obligations that the parties have expressly attached to achieving the envisaged result.

Article 6: Notice and termination of the agreement

1. Unless otherwise agreed and without prejudice to any other provisions in these General Delivery Conditions, the agreement will terminate in any event in the following cases:

a. the Letting Agent’s efforts lead to the result envisaged with the assignment;

b. the Client gives notice of termination;

c. the Letting Agent gives notice of termination.

2. Notice of termination of the agreement by the Client after he/she has made the notification referred to in Article 3(6) to the Letting Agent and after any right to cancel that notification has expired does not release the Client from his/her liability for losses and his/her obligation of indemnification of the Letting Agent referred to in the latter provision.

3. Notice of termination of the agreement by the Client after negotiations have been initiated with the prospective tenant as referred to in Article 4(9) does not release the Client from his/her liability for losses and his/her obligation of indemnification of the Letting Agent referred to in the latter provision.

4. The Client and the Letting Agent are authorised to give notice of termination of the agreement at any time. The Letting Agent will give notice of termination of the agreement in any event in the following case: he has reason to believe that the Client will not perform or properly perform under the tenancy agreement to be concluded, without prejudice to his claims to payment contemplated in these General Delivery Conditions.

5. Without prejudice to the eligibility for compensation provided under these General Delivery Conditions, the parties cannot derive any right to compensation from the termination of the agreement upon notice, unless notice is given due to failure of the other party to perform one or more of its obligations.

Article 7: Obligation to complain and limitation of actions

1. Complaints regarding the work performed and/or the services rendered by the Letting Agent must be lodged with the Letting Agent by registered letter within two months after they are discovered or could reasonably have been discovered by the Client, failing which the Letting Agent can no longer rely on any defects in the performance of the Letting Agent.

2. Complaints of the Client against the Letting Agent will expire one year after the date of termination of the agreement.

Article 8: Liability

1. The Letting Agent will not be liable for any loss of the Client, including consequential loss, trading loss, loss of profits and/or loss due to business interruption due to any act or failure to act of the Letting Agent, his staff or persons hired by them, in particular any loss of the Client due to the situation that the agreed rent and/or the agreed service (charges) and/or additional one-off or other fees are not in keeping with the law or may be increased or decreased in legal proceedings.

2. The Letting Agent is not liable for the loss incurred by the Client due to any act or failure to act of the counterparty in respect of the tenancy agreement concluded or to be concluded with the help of the Letting Agent’s brokerage activities.

3. To the extent that the Letting Agent is liable for loss of a Client, that liability will be limited to the amount of the benefit payable by the Letting Agent’s insurer in those cases, to the extent that the Letting Agent is insured for that purpose. If the Letting Agent is not insured as described above, the Letting Agent’s liability will be limited to twice the amount of the fee that the Letting Agent has charged or will charge for his activities and/or services to the Client.

4. The limited liability of the Letting Agent for loss of the Client in these General Delivery Conditions does not apply if and to the extent that the loss is due to intent and/or willful recklessness of the Letting Agent.

Article 9: Payment

1. Unless otherwise agreed or stated in these Conditions, the Client must pay all amounts due to the Letting Agent within 14 days of the invoice date. That term will be a final deadline.

2. All amounts due to the Letting Agent by the Client will be paid on time by the Client without any claim to curtailment, suspension, set-off, dissolution or nullification.

3. In the event of late payment of the full amount due to the Letting Agent by the Client:

a. the Client must pay default interest to the Letting Agent at a rate of 1% per month, to be computed on the principal on an accumulated basis. Parts of a month will be regarded as a full month;

b. after receiving a payment demand from the Letting Agent, the Client must pay 15% of the principal in respect of extra-judicial costs plus default interest with a minimum of EUR 40.

4. In the event of the Client’s failure to fulfill any obligation under the agreement, the Letting Agent will be authorised to terminate the agreement, wholly or partly, without any notice of default or judicial intervention being required, and will be authorised to claim reimbursement of his loss.

5. If the Client fails to fulfill his/her payment obligations on time, the Letting Agent will be authorised to suspend his obligations until payment has been made. The same applies if, before the occurrence of the default, the Letting Agent reasonably believes that the Client will be unable to fulfill his/her payment obligations. The risk of the effects of a suspension by the Letting Agent will be for the account of the Client.

6. Payments made by the Client will always be applied successively to pay outstanding interest, payable costs and the payable invoices longest outstanding.

Article 10: Jurisdiction, applicable law

1. The agreement entered into between the Letting Agent and the Client will be governed exclusively by Dutch law.

2. Any disputes will be settled by a Dutch court having jurisdiction on the understanding that the Letting Agent will be authorised to bring a case in the place where the Letting Agent is established if there are no mandatory law provisions preventing this.