Terms and Conditions

1. These general conditions apply to the establishment and the execution of any assignment agreements between Empire Real Estate B.V. (hereinafter: ‘Empire’) and one or more clients regarding real estate in Curacao. Furthermore, these conditions are stipulated for Empire’s employees and for third parties engaged by Empire.
2. Any provisions that deviate from these general conditions or additional provisions only apply if this has been agreed with Empire in advance in writing. Said deviations or additions are deemed to apply solely for the (part of the) assignment for which it has been agreed. For each new or next assignment or part thereof, a deviation from these general conditions must be agreed upon in advance in writing.
3. If uncertainty exists regarding the interpretation of one of the provisions in these general terms and conditions, then the explanation shall be found “in the spirit” of these provisions.

In these general conditions the following terms are defines as stated below:

1. Principal or client: A natural person or legal entity commissioning Empire.
2. Empire: Empire including the natural persons and legal entities who are directly or indirectly associated with Empire and who are in any way involved in the services offered by Empire or who are engaged by Empire, although fully on their own account and for their own risk;
3. Assignment: The agreement to provide services between Empire and the client and/or one or more other contractor, whereby client commits to pay a broker fee or a compensation on project or hourly basis and whereby Empire commits to operate in the conclusion of agreements pertaining to real estate and/or perform sales and advisory activities regarding real estate projects in the widest sense.
4. Services: brokerage services pertaining to the purchase, sale, rent or lease of real estate, the appraisal of real estate, the management of real estate, partial and other services offered by Empire.
5. Fee: The price for the services rendered by Empire in connection with the assignment, including the broker fee (sub6).
6. Broker fee: The fee that is due pertaining to brokerage in the purchase, sale, rent or lease of real estate.

1. The general offer by Empire to the client includes a clear description of the services to be expected by the client. The general offer also includes the fee for these services and the additional conditions under which the services are being executed.
2. After consideration of the general offer by the client, Empire offers the client the opportunity to start negotiations with Empire in order to reach a personal offer.
3. Empire ensures that the final personal offer will be documented in writing or electronically, in which the applicability of these general terms and conditions are being referred to and in which is mentioned that these general terms and conditions are attached and make inextricable part of the assignment agreement.
4. The personal or the general offer will be accompanied by a copy of these general terms and conditions.

1. The agreement is concluded by acceptance of the general or personal offer by the client.
2. Adjustments to the assignment can only be done through written confirmation from Empire, unless it regards additional work that is necessary for the proper execution of an assignment.
3. All assignments are accepted by the client and executed by Empire with the exclusion of the articles 7:404 and 407 lid 2 Curacao Civil Code (CCC), also if it has been tacitly agreed that the assignment will be executed by e certain person.
4. The general terms and conditions of the client are explicitly not accepted. Only these general terms and conditions shall by fully applicable on the agreements in which Empire is involved, unless otherwise agreed upon.

1. Unless agreed otherwise between parties, the assignment will be concluded for indefinite term.
2. An assignment for indefinite term ends as a result of:
   

   a. Fulfillment of the assignment by Empire, unless it involves that is on-going by its nature.

   b. Withdrawal of the assignment by the client.

   c. Return of the assignment by Empire.

   d. Termination by one of the parties.

   e. Death of the client.

3. The consequences hereof as agreed upon between parties in writing are also fully applicable.
4. The assignment has been fulfilled by Empire as soon as the performance which has been agreed upon has been delivered or in case of brokerage by Empire – as soon as the intended agreement between the parties has been concluded as a (partial) result of the services rendered by Empire.
5. In case of purchase of real estate the assignment is fulfilled by Empire when the consent of buyer and seller is reflected in a written agreement, which has been signed by both parties. Fulfillment of the assignment does not discharge Empire from its duty to guide the client in the further process of the agreement.
6. An assignment can be withdrawn at any time by the client and without considering a notice period, unless otherwise has been agreed upon in the agreement between parties. However, in that case Empire is entitled to a compensation of the expenses already made, and to a percentage of the fee in case this has been agreed upon at the conclusion of the agreement. Withdrawal of the assignment must be done in writing.
7. Empire may return the assignment based on serious reasons, including the serious disturbance of the relationship between parties.
8. An assignment may be terminated when the counterpart is guilty of violation of, non-compliance or not proper compliance with one or more obligations or provision in the law, and in case of bankruptcy or request for suspension of payments by the client, without prejudice to that which has been agreed upon between parties in writing.

1. The tasks to be performed by Empire resulting from the agreement between parties, which can be defined as a best-efforts obligation, will be executed by Empire to the best of its knowledge and ability, and taking into account the reasonable interests of the client. Unless otherwise agreed upon, Empire may allow others to fulfill the assignment under her
2. responsibility, of which Empire will inform the client of in advance.
3. Delivery dates and end results which have been agreed upon are based on indicative estimates and are never to be qualified as being definite. Empire will consider as much as possible the terms agreed upon with the client, however, exceeding of the time limit shall not give the client entitlement to damages, postponement or termination of the agreement, unless parties have explicitly agreed otherwise in writing. Empire is obligated to properly and sufficiently insure and maintain insured her liability for damages ensuing from attributable breach or from tort.
4. Empire is not allowed to accept more than one brokerage assignment regarding the same property, except with explicit and written consent from both parties.
5. Empire commits to exercise the utmost care and confidentiality pertaining to the client’s business information.

1. The client is responsible to provide Empire with the necessary information and documents which Empire reasonably requires for the proper fulfillment of the assignment, including information and documents originating from third parties.
2. The client refrains from actions outside of Empire, which may jeopardize the proper fulfillment of the assignment.
3. If the assignment has been issued by more than one person, each one of them is severally liable for payment of the amounts owed to Empire based on the assignment.
4. The client shall refrain from providing information to third parties pertaining to Empire’s strategy, working methods, reports and such without the latter’s consent.
5. Possible complaints, including pertaining to the execution of the agreement as to the amount being charged, must be filed by registered letter and within 10 days of receipt of the invoice, unless otherwise agreed upon in the agreement.
6. The filing of a complaint never discharges the client of his payment obligations.

1. The client shall compensate Empire for its services according to the agreement.
2. The fee and additional expenses include the statutory (turnover) taxes, unless explicitly otherwise agreed upon in writing.
3. The amount of the fee and/or the assumptions for the calculation thereof shall be determined by Empire in the offer, assignment confirmation or agreement.
4. In case it is not possible to determine the fee based on the assignment conformation or agreement; if the result deviates from the assignment and no further arrangements pertaining thereto have been agreed upon in writing, or if no fee whatsoever shall have been determined and/or agreed upon for whatever reason, the fee to be paid by the client shall be determined based on what is generally accepted.
5. Besides the fee which is owed, the client shall owe all expenses made by Empire for the execution of the assignment, unless explicitly otherwise agreed upon in writing. This includes among other things: cost of travel and accommodation, expenses made by third parties, costs for marketing, promotion, office expenses, etc. The above-mentioned can only be deviated from if this has been explicitly otherwise agreed upon in writing and included in an all-in price with Empire in writing.
6. Adjustments in the nature of the assignment may have consequences for the level of the broker fee, compensation and/or fee. Said consequences can be reasonably charged to the client(s).
7. If the agreement is concluded for an indefinite period or for more than one year, the fee shall be annually increased by the percentage increase in the Consumer Price Index as published by CBS, unless this would lead to a lower fee and unless explicitly otherwise agreed upon by the parties in writing.

1. Empire shall send to the client a properly specified invoice. Payment by the client must be executed within 14 days after invoice date, without deduction, discount, set-off, postponement or withholding and shall be made through bank transfer to a bank specified by Empire, unless otherwise agreed upon in the agreement.
2. Payments made by the client will serve first to reduce any possible collection charges and/or interest and subsequently to reduce the outstanding invoice(s).
3. If the client does not pay or does not pay on time and/or has not provided sufficient security that the payment will be made, Empire is entitled to suspend or discontinue any activities or deliveries.
4. All goods, rights, information, etc. which form part of ‘the product’ of the services by Empire remain the property of Empire until the moment that the client has fully paid the outstanding principal and possible interest, expenses, and damages to Empire, including the charges ensuing from other assignments and/or deliveries and/or services. In this respect Empire has the right to retain possession of goods and/or information which have been provided by the client, until Empire’s claims have been settled in full.
5. Parties may agree in writing that the client shall pay Empire a retainer fee for the agreements made with Empire or towards the expenses to be made by Empire in connection with the assignment. In case this has not been agreed upon but is generally accepted according to general standards, then interim payments may be required by Empire.
6. In case that Empire has engaged third parties in the execution of the assignment, the expenses thereof may be charged to the client as soon as Empire is invoiced by said third parties.

1. The assignment does explicitly not (also) contain the obligation to conclude an agreement on behalf of the client with one or more third parties, unless otherwise agreed upon in writing.
2. An assignment cannot consist of carrying out a civil appraisal or research on the technical, legal or environmental aspects, unless otherwise agreed upon in writing.

1. Empire shall execute the assignment to its best knowledge and with the utmost care and has in that regard a best efforts obligation and does not guarantee the results of the activities under the agreement between parties.
2. Unless there is evidence of intent, gross recklessness or negligence by Empire, the latter and possible third parties engaged by Empire are not liable for possible damage that the client or third parties may suffer due to or during the execution of the assignment.
3. Empire shall in no event be liable for the consequences in case the time limit for the execution of the agreement has been exceeded.
4. Empire shall in no case be liable for indirect damages, including tax loss, expenses ensuing from costs related to court proceedings, interest or losses due to delays, damage resulting from loss of information, exceeding of time limits due to changed circumstances, damage resulting from inaccurate information or insufficient cooperation, information or materials by the client and damage as a result of information or advice provided by Empire, of which the content was not explicitly part of the written agreement.
5. In case of liability by Empire and/or the parties engaged by her, this liability is limited to the amount which is actually paid out under its professional liability insurance in the matter concerned.
6. If for any reason the damage as a result of this liability is not covered by the professional liability insurance, said liability claim is limited to the amount that has been invoiced to the client for that assignment. In the event of an on-going assignment, the liability claim shall not exceed the amount of the fee that has been charged in that calendar year.
7. The client shall exonerate Empire and any third parties engaged by Empire for any third-party liability under any agreement whatsoever in connection with or ensuing from the assignment.
8. The client shall inform Empire of any shortcomings, duly justified and in writing, and within 1 week after discovery, at the risk of forfeiting its rights.

1. Force majeure in the sense of this article shall be understood to mean the circumstances that fully or partly prevent or seriously interfere with the execution of the agreement and that cannot be attributed to Empire. In case of force majeure, (the representative of) Empire is entitled to unilaterally extend the agreed upon term, postpone the execution of the assignment or to fully return the assignment, without entitlement of the client to claim any penalties or damages. Retainers that may have been paid by the client shall be reimbursed according to that which is stipulated in article 9 sub 5, unless Empire has already performed activities, in which case the costs thereof will be deducted from the retainer.
2. In case that the force majeure situation shall be deemed to last longer than 3 months, Empire shall inform the client of this in writing. The client shall then be entitled to terminate or cancel the assignment, in which case the client shall pay the fee/ compensation owed to Empire up until that point. The last sentence of the previous sub will apply accordingly.
3. Empire shall have the right to invoke force majeure in the event that the circumstance preventing or seriously interfering with the (further) execution of the agreement occurs after the date that Empire should have fulfilled the agreement.

1. The copyrights and all other rights of intellectual or industrial property on all programs, system designs, documentation, information, methods, formulas, techniques, systems, etc. which are delivered by Empire to the client or which are put at the client’s disposal in any way, shall pertain exclusively to Empire.
2. Copyrights and industrial property rights ensuing or executed from the work performed for the client, pertain to Empire, unless explicitly otherwise agreed upon.

1. The relationship between the client and Empire shall be governed by and construed in accordance with the laws of Curacao.
2. The court of first instance in Curacao shall have exclusive jurisdiction with respect to any disputes arising under this agreement.