(hereinafter referred to as "GTC")
1 General provisions
1.1 These GTS constitute an integral part of the Agreement concluded between Svoboda & Williams Slovakia s.r.o., registered seat Zuzany Chalupovej 10B, 851 07 Bratislava, CRN: 52 116 344, registered at the Commercial register of the District Court Bratislava I, Section: Sro, Insert no. 133741/B, email: info@svoboda-williams.sk (hereinafter referred to as „Agent“) and the corresponding Interested Party identified in the Agreement concluded under these GTC.
1.2 The subject of the Agreement is the obligation of the Agent to procure the Interested Party a Brokered Agreement with a Third Party, the subject of which shall be the transfer of the ownership right to the Real Estate from the ownership of the Interested Party to the ownership of the Third Party, and the obligation of the Interested Party to pay the Agent for their services a commission under the terms stipulated in these GTC and/or the Agreement.
2 Definitions
2.1 The Agent and the Interested Party have agreed that for the purposes of these GTC and the Agreement the words and expressions in this article of the GTC shall have the following meaning:
- „Apartment and/or Family house and/or non-residential premises“ are defined in the subject of the Agreement;
- „Exclusivity period“ means the period stipulated by the Agreement for the exclusive brokerage;
- „Term“ means the period between the concluding of the Agreement and its expiry;
- „Garage parking space“ s stipulated in the subject of the Agreement,
- „Non-exclusive brokerage“ is stipulated in Par. 3.2 of these GTC;
- „Real Estate“ is a collective denomination for an apartment and/or Family house and/or Non-residential premises and/or Garage parking space and/or Parking space and/or Cellar unit and/or Storage facility and any accessories or components thereof;
- „Civil Code“ means Act No. 40/1964 Coll. of the Civil Code as amended;
- „Advance payment“ s stipulated in Par. 4.5 of these GTC;
- „Commission“ means a reward for the Agent for brokering the conclusion of the Brokered agreement under Par. 4.2 of these GTC;
- „Land“ means a part of the subject of the Agreement;
- „Parking space“ is stipulated in the subject of the Agreement;
- „Difference“ is stipulated in Par. 4.5 of these GTC;
- „Agent“ is stipulated in Par. 1.1 of these GTC;
- „Brokered agreement“ means the Booking agreement and/or Pre-contract of Sale and/or Purchase Agreement and/or any other agreement, circumstances or other action which could change the ownership, holder’s and/or use rights for the Real Estate under the Agreement and/or GTC;
- „Party/ies“ mean the Interested Party and/or Agent jointly or individually;
- „Third Party“ is stipulated in Par. 4.1 of the GTC;
- „Agent’s account“ s the account kept in Tatra banka a.s., IBAN bank account: SK32 1100 0000 0029 4706 6829;
- „Interested Party account“ is the account in IBAN form, which is provided by the Interested Party in the Agreement and shall serve to pay commitments resulting from this Agreement and/or GTC;
- „GTC“ means these General Terms and Conditions of brokering a transfer of ownership right to the Real Estate;
- „Exclusive brokerage“ s stipulated in Par. 3.3 of these GTC;
- „Initial Purchase Price“ means the sum of the purchase prices of all the Real Estate covered by the Agreement including any parts and accessories thereof;
- „Interested Party“ means a person specified in the Agreement which is interested in brokering the sale of Real Estate by the Agent;
- „Agreement“ means the brokering agreement concluded between the Interested Party and the Agent;
- „Decreased Purchase Price“ is stipulated in Par. 6.6 of these GTC.
3 Form of the brokerage
3.1 A brokerage may be defined in the Agreement as exclusive or non-exclusive.
3.2 In the case of non-exclusive brokerage, the Interested Party does not waive the right to negotiate and conclude a Brokered Agreement without the involvement of the Agent (hereinafter referred only to as „Non-exclusive brokerage“).
3.3 In the case of exclusive brokerage, upon conclusion of the Agreement the Interested Party waives the right to negotiate and conclude a Brokered Agreement without the involvement of the Agent and is obliged to seek out potential Third Parties exclusively through the Agent. The Agent shall be entitled to a commission even if the Brokered Agreement is concluded without the involvement of the Agent (hereinafter referred only to as „Exclusive brokerage“). The Exclusive brokerage shall change to non-exclusive brokerage upon the expiry of the Exclusivity period.
4 Commission
4.1 The Agent shall be entitled to a commission when the Agent brokers the Interested Party a conclusion of a Brokered Agreement with a person which the Agent has identified in writing (personally, by means of a short message to a mobile number, or email to the Interested Party set forth in the heading of the Agreement) as a person interested in concluding a Brokered Agreement, Agreement on Real Estate, or a person associated with the Third Party and/or associated with the Third Party and/or person acting with the Third Party in compliance and/or a company that has a proprietorial and/or personal connection to this Third Party and/or a person acting in their own name, but to the benefit of the Third Party and/or on whose behalf this person acts (hereinafter referred only to as „Third Party“), or if other events occurred that affect the entitlement to a commission under these GTC and/or the Agreement.
4.2 The amount of remuneration of the Agent under the Agreement and/or these GTC is stipulated in the Agreement (hereinafter referred only to as „Commission“). If the value of the actual consideration of the Third party under the Brokered Agreement is higher than the Purchase price under the Agreement, the Commission shall automatically increase by a sum corresponding to fifty percent (50%) from the positive difference between the value of the actual consideration of the Third party to the Interested Party and the Purchase price. If the Interested Party negotiates a lower consideration of the Third Party in the Brokered Agreement as the Purchase price, or the subject of the Brokered Agreement is only a portion of the Real Estate, this fact shall have no effect on the total amount of the Commission.
4.3 The Commission includes selected costs related to Brokering services, namely drafting proposals of relevant documentation necessary for the transfer of ownership right to the Real Estate (booking contract, purchase agreement, and registration), administration fee for application to the institute registrating the proceedings with the Land registry within (30) thirty days, and the price of photographic services. Other costs, in particular notarial charges, expert charges, or costs of notarial/legal preservation of funds or bank charges, are covered by the Interested Party at their own cost, and are not covered in the Commission. Provided that the Interested Party shall provide the drafting of the Brokering Agreement at their own costs, it shall not affect the total amount of the Commission.
4.4 The Agent shall be entitled to a Commission even in the event of the transfer of ownership, use, holder’s or any other right with a similar effect on the Real Estate to a Third Party, or the Third Party gains control over the Real Estate or its part, and that for example as a result of the transfer, set-off, substitution, establishment, or exercise of a pledge, establishment or exercise of any other security instrument, deposit of Real Estate into any fund or subscribed capital, or in case of an indirect transfer of ownership by means of e.g. transfer or disposal of shares, sale of business (or its part) by the Interested Party to the Third Party, or in the event of any other act by the Interested Party resulting in gaining use, holder’s, ownership, or any other right with a similar effect on the Real Estate by the Third Party.
4.5 The Agent’s Commission shall be payable thusly: the first part of the purchase price corresponding at least to the amount of the Commission (hereinafter referred to only as „Advance payment“) shall be deposited by the Third Party directly into the Account of the Agent that is entitled, upon fulfilling the conditions set out by the Agreement and/or these GTC, to unilaterally charge the Interested Party an Advance payment based on the Agent’s claim to a Commission. If there is a positive difference (hereinafter referred only to as „Difference“) between the Commission and the Advance payment, the Agent shall be obliged to pay it to the account of the Interested Party within (5) five business days. Sufficient evidence of paying the Difference is considered a submission of a payment order of the Difference to the bank account of the Interested Party.
4.6 If the Agent is entitled to a Commission for other reasons than the conclusion of a Brokered Agreement, the Agent is authorized to invoice the Interested Party with a Commission. The Interested Party shall pay the invoice within (14) fourteen days following its delivery. The Agent is entitled to issue the invoice upon the establishment of the claim to this Commission under the Agreement and/or these GTC. The invoiced amount shall be paid through a wire transfer to the Agent's Account unless the Parties agree otherwise.
4.7 The Agent’s claim to a Commission shall arise even if a Brokered Agreement with a Third Party has been concluded within (12) twelve months following the expiry of the Term, provided the Agent indicated (personally, by means of SMS, or email to the Interested Party set forth in the header of the Agreement) the Third Party or any other person during the Term as a person with a potential interest in concluding a Brokered Agreement.
4.8 The Agent is entitled to transfer the rights resulting from the Agreement and/or GTC to any other person, while the Claim to the Commission shall not be extinguished and by signing the Agreement the Interested party consents to such a transfer.
5 Rights and obligations of the Agent
5.1 The Agent shall perform activities directed towards the conclusion of the Brokered Agreement between the Interested Party and a Third Party during the Term. For the purposes thereof, the Agent shall use marketing tools and strategies at their own cost and discretion. If necessary for the conclusion of a Brokered Agreement, the Agent is entitled to delegate other persons with advertising and promotional activities and by executing the Agreement the Interested party consents therewith.
5.2 The Agent shall perform their activities with due diligence and in accordance with the legislation of the Slovak Republic, and shall be obliged to notify the Interested Party with all relevant circumstances related to this brokerage without undue delay, especially circumstances that may influence the decision of the Interested Party to enter into the Brokered Agreement. In the event of any doubt relating to the circumstances relevant to the decision-making of the Interested Party, it is understood that such circumstances are not relevant to the decision-making of the Interested Party.
5.3 The Agent shall comply with the instructions of the Interested Party which the party indicated as mandatory in writing. In the event that any of the instructions are inappropriate, the Agent shall be obliged to notify the Interested Party thereof without undue delay.
5.4 Unless the Parties decide otherwise, the Agent will offer the Real Estate for the Initial Purchase Price. This shall not affect the right of the Interested Party to agree with a Third Party on a Purchase price in a different amount with the consequences defined in Par. 4.2 of these GTC.
5.5 The Agent is not liable for the compliance with the obligations of Third Parties under Brokered Agreements and is not obliged to ascertain the credibility of the Third Parties.
5.6 The Agent is obliged to store all documents acquired in connection with the Brokering activity under the Agreement and/or GTC, during a period in which these documents may be important for protecting the interests of the Interested Party for a minimum of five (5) years.
5.7 The Interested Party agrees that the Agent is entitled to carry out Brokering activities for Third Parties as well.
6 Rights and obligations of the Interested Part
6.1 The Interested Party shall provide the Agent with all the necessary assistance for the proper fulfillment of the obligations of the Agent under the Agreement and/or GTC. Without undue delay, i.e. no later than (3) three business days, the Interested Party will notify the Agent via email or SMS message on all the circumstances necessary for decision-making related to the conclusion of the Brokered Agreement, in particular any changes in the instructions of the Interested Party (e.g. decreasing the Initial Purchase Price, conclusion of a Brokered Agreement with a Third Party, payment of any part of the Purchase price). The Interested Party is entitled to changing/amending the instructions even by email or SMS message.
6.2 The Interested Party shall provide the Agent with all information related to or associated with the Real Estate, in particular, but not limited to, information on the legal and physical defects of the Real Estate, e.g. on any encumbrances or rights of Third Parties tied to the Real Estate, restrictions, any pending or imminent proceedings, etc.
6.3 The Interested Party shall provide the Agent with all the available documentation to the Real Estate, for example: extract from the cadastral map, expert report, geometric plans, energy plan, or any other documents related to the Real Estate which may be reasonably required for the purpose of the sale of the Real Estate.
6.4 The Interested Party hereby authorizes the Agent to use photos, visualizations, videos, or any other copyrighted works related to the Real Estate provided to the Agent, and the Interested Party hereby declares that they are authorized to dispose thereof at their own discretion. If the declaration of the Interested Party shall prove to be false, the Interested Party will be liable to damages and any costs related thereof in favor of the Agent.
6.5 Upon agreement with the Agent, the Interested Party shall provide the Agent (and to expert witnesses and Third Parties) with access to the Real Estate to the extent necessary, so that it may be possible to carry out a survey, in particular, but not limited to providing a key to the entrance doors of the Real Estate.
6.6 Provided that the Interested Party personally or through other persons offers the Real Estate for a lower price than the Purchase Price (hereinafter referred only to as „Lowered Purchase Price“), the Interested Party shall notify the Agent of this fact within (2) two business days (in writing or by email). The Interested party hereby gives consent to the Agent to offer the Real Estate, in such an event, for a Lowered Purchase Price, whether the Agent has learned about the Lowered Purchase Price from the Interested Party or otherwise.
6.7 The Interested Party shall notify the Agent no later than (48) forty-eight hours of the email specified in the Agreement and/or these GTC on a payment of any part of the Purchase Price by a Third Party under the Brokered Agreement, and/or on a conclusion of any Agreement concerning the Real Estate between any person and the Interested Party.
6.8 The Interested Party shall pay for all activities related to the Agreement and/or these GTC a Commission to the Agent under the Agreement and/or these GTC.
7 Confidentiality
7.1 The parties shall keep all circumstances related to the Agreement that they learned about the other Party confidential, especially information that the other Party expressly designated as confidential and insists on their confidentiality.
7.2 Such a confidentiality obligation shall not apply to cases when the disclosure of certain information is required by legislation or a public authority, or if the information has been expressly approved for publication for the purposes of the Agreement by the Party.
8 Delivery and communication
8.1 Documents shall be delivered to the other Party to the postal and/or email address specified in the Agreement, and/or by means of a SMS message.
8.2 Written communication between the Parties shall preferably be carried out by email and/or by phone and/or by SMS message. For the purposes of this Agreement and/or these GTC, email messages and/or SMS messages are considered legal transactions in writing.
8.3 Email messages or SMS messages are considered delivered within (3) three days from being sent to the addressed Party, even in the event that the Party fails to read its contents within this period. Notifications and/or documents sent to the email address or telephone number specified in the Agreement shall be a sufficient evidence of service, unless the addressed Party has been notified about a change under Par. 8.6 of these GTC.
8.4 All documents sent by postal services shall be considered delivered as of the date of their acceptance. If the addressee fails to accept the documents within this period, or if the addressee is absent, the delivery date shall be considered after (5) five business days have elapsed from the day of its depositing at a post office including if the addressee has failed to became aware of the contents thereof. Should the addressee fail to accept the document due to being unknown at the address specified in this Agreement, at the address of residence or registered seat, the document shall be considered served as of the date of its submission to the postal service.
8.5 It is not possible to serve the Termination of the Agreement by means of electronic communications pursuant to Par. 8.2 of these GTC.
8.6 A Party that changed their contact details shall be obliged to notify the other Party thereof in writing and without undue delay. In the event that the contact details have not been made available to the Interested Party in the Agreement, the Agent is authorized to use telephone calls or email (as known from their previous communication with the Interested Party) as the method of delivering the documents.
9 Termination of the Brokerage Agreement
9.1 The Agreement may only be terminated by written agreement between the Parties and/or by a Termination Notice, if the Agreement was concluded for an indefinite period, and/or the withdrawal of any of Parties, and/or upon the expiration of its Term. All of the Parties are also entitled to withdraw from the Agreement with immediate effect, if the other Party has repeatedly committed serious breaches of the Agreement despite being notified thereof in writing.
9.2 The Parties have agreed that a written withdrawal may be submitted without giving reasons with a (3) three-month termination notice which shall commence after the delivery of the Termination Notice to the other Party.
9.3 If the Agreement is concluded for a definite period, the Agent shall notify the Interested Party thereof (1) one month before the lapse of the Term by email and/or SMS message in which they also notify the Interested party that the Agreement shall be extended by (6) six months, if the Interested Party fails to notify the Agent (by SMS or email) of the expiry of the Agreement and these GTC within (1) one week before the lapse of the Term.
9.4 The entitlement of the Agent to the Commission shall not be extinguished by the lapse of the Term, but the force and effect of the provisions of the Agreement and/or these GTC shall continue even after the termination of the Agreement and these GTC.
10 Protection and processing of personal data
10.1 The Interested Party hereby gives consent to the Agent for the processing of the personal data of the Interested Party arising from their obligations under these GTC and/or the Agreement to the extent specified in the Agreement.
10.2 In addition to the above, the Interested Party gives consent to the provision of the personal data of the Interested Party to third parties in compliance with these GTC and/or the Agreement especially to the Third Party, suppliers, and advisors of the Agent, sister companies of the Agent, business partners of the Agent.
10.3 Consents granted under Par. 10.1 and 10.2 of these GTC shall be in force and effect during the Term and (5) five years following the termination thereof.
10.4 The personal details of the Interested Party shall be processed during the Term and (5) five years following the termination thereof.
10.5 The Interested Party gives consent to the transfer of personal data to the Czech Republic where a sister company of the Agent has its registered seat.
10.6 The Interested Party has the following rights in relation to data processing: the right to withdraw consent, the right of access, the right to rectify, the right to erasure (to be forgotten), the right to restrict processing, the right to data portability, the right to oppose, the right to apply for the initiation of protection of personal data proceedings with the Office for Personal Data Protection of the Slovak Republic.
10.7 Person responsible for the protection of personal data: poverenec@svoboda-williams.sk.
11 Common and final provisions
11.1 These GTC represent a complete and final version of the agreement concerning the subject matter of these GTC. No ancillary oral agreements have been concluded.
11.2 In the event of any inconsistencies between the provisions of the Agreement and these GTC, the GTC take precedence.
11.3 Should any provision of these GTC and/or the Agreement become invalid or unenforceable, the remaining provisions of the GTC and/or the Agreement shall remain effective and in force to their full extent. The Parties shall replace the invalid or unenforceable provision with a new one that will be valid and enforceable, and that will correspond to the meaning and economical purpose of the original provision.
11.4 Articles 3. and 4 of the GTC and the provisions of the Agreement governing the entitlement to a Commission shall remain valid and effective after the termination of the Agreement.
11.5 Relations not specifically governed by the Agreement and/or these GTC shall be governed by the applicable provisions of the Civil Code and provisions of Act No. 391/2015 Coll. on alternative dispute resolutions for consumer disputes and amending and supplementing certain acts as amended and Act No. 108/2024 Coll. on the protection of consumers and amendment and supplementation of certain laws.
11.6 The Parties have agreed that any dispute about this Agreement or in connection to this Agreement shall be resolved without involving the courts. The final decision will be in arbitration proceedings before the Arbitration Court of the Slovak Chamber of Commerce and Industry in accordance with the current rules of arbitration of this court, to which the Interested Party has attached their agreement by signing the Agreement. The parties of the contract may select another arbitration court in the Agreement. The agreement of the parties has priority of application in this matter. The arbitration panel will have three (3) members. Both the Agent and Interested Party have the right to nominate one arbitrator each. These two arbitrators will then select the president of the arbitration panel, who will also be the third arbitrator. The location of the arbitration proceedings will be Bratislava and the language of the proceedings will be Slovak. The parties shall fulfill all the obligations imposed upon them by the final arbitration decision within the limits specified therein. If the Interested Party does not agree with the settlement of the dispute in the arbitration proceedings, and lets this disagreement be known prior to the conclusion of the Agreement, the matter will be decided by the Slovak general court, i.e. the Bratislava IV Municipal Court.
11.7 If the provided services are in any way deficient, the Interested Party has the right to notify the Agent in writing immediately upon discovery thereof. The Agent, having identifed the deficient service, shall immediately provide the Interested Party with written confirmation of this fact and the deadline before which it will be rectified. The method of handling the deficient service will be determined based on the type of defect and the Interest Party’s decision about which legal right of liability for defects they will apply. The Agent will not provide the Interested Party with a guarantee beyond the scope of the statutory provisions. After identifying the deficient service, the deficient service shall be amended immediately, however, in certain justified cases, it may be rectified later. The Agent is obligated to inform that the claim has been handled in a written document at the latest by 30 (thirty) days from the date of identifying the defect.
11.8 The Interested Party has the right to request that the Agent amend the service if they are unsatisfied with the way in which the Agent has fixed the identified deficient service, or if the Interested Party believes that the Agent has violated their rights. Should the Agent not respond to this claim with a refusal or fails to respond within thirty (30) days of its sending, the Interested Party has the right to initiate an alternative dispute resolution (with the Slovak Trade Inspection Authority or an authorized legal person registered in the list of alternative dispute resolution entities maintained by the Slovak Ministry of Economy). This proposal may be submitted in writing, electronically, or orally on the record. The proposal process must be according to Par. 12 of the law on alternative dispute resolution. To submit this proposal, the consumer may use the form annexed to the law according to the preceding sentence and available on the website of the Slovak Ministry of Economy.
11.9 The Agent reserves the right to amend these GTC in the future at any time with relation to all existing and future Interested Parties. The Agent will inform the Interested Party of the publication of the new amendments to the GTC on the website www.svoboda-williams.sk. In such an event, the Interested Party may terminate the Agreement by a written notice sent to the Agent with a notice period of three (3) months. The Interested Party is entitled to send the said notice only within (1) one month after receiving the notice on the amendment of the GTC. If the Interested Party fails to terminate the Agreement within the said term, the new wording of the GTC will take effect on the date of their publication.
11.10 These GTC shall enter into force and become effective on October 14th, 2024.