In legal transactions, the following General Terms and Conditions of Business shall be included and act as the basis for the (referral and brokerage) activities for the respective contract partner of the Broker (tenant, landlord, buyer, seller/owner, client). The provisions of law, generally recognised commercial principles and the Italian Broker Act apply on a supplementary and subordinate basis. The Broker’s contract partner shall hereinafter be referred to uniformly as the “Principal”.

1. Offers subject to confirmation/confidentiality/compensation for losses

Offers submitted to the Principal (property documentation) are subject to confirmation until such time as an appropriate contract has been concluded with the Principal.
All offers (property documentation) and property-related notifications (information) of the Broker are exclusively designated for the Principal itself and must be handled strictly confidentially. They may not be forwarded or otherwise made available to third parties without prior written consent of the Broker.

If, as a result of impermissible disclosure of an offer and/or property-related notifications concerning the Brokerage and/or referral activities, a main contract is concluded with a third party, the Principal shall have to pay the Broker compensation for losses in the amount of the agreed (lost) commission. This shall also apply, in particular, if through impermissible disclosure of an offer and/or property-related notifications or through a different culpable breach by the Principal, the success of the Brokerage and/or referral activities is thwarted or otherwise fails to occur and as a result a main contract is concluded with a third party. The Broker shall also be entitled to the agreed commission if the Broker has permitted the Principal to disclose the offers and/or notifications and as result a main contract is concluded with a third party.

2. Commission/commission calculation

2.1 upon the purchase or sale of real estate or shares or similar transactions

Upon the conclusion of a purchase contract the Principal shall have to pay commission staggered according to the contract value as follows:

4% of the contract value up to a contract value of up to and including €10 million
3% of the contract value exceeding €10 million.

The term “purchase contract” in this sense refers to

a) contracts on an obligation to transfer a plot of land or a real or notional share in a plot of land and/or on granting and/or the transfer of a leasehold right and/or other rights equivalent to real property rights or long-term usage rights (asset deal); and/or

b) contracts on granting and/or the transfer of one or more shares in a company which directly or indirectly holds a plot of land, a real or notional share in a plot of land, a right equivalent to real property rights and/or a long-term usage right, and/or in any other company and/or undertaking (share deal); and/or

c) any other contract that otherwise implements an intended purchase or sale of a plot of land, a leasehold right and/or other rights equivalent to real property rights or a long-term usage right, which is economically comparable to the planned main contract, such as
a contribution to a company of a plot of land, a leasehold right and/or any other right equivalent to real property rights or long-term usage right. Purchase in enforcement proceedings is only covered by this provision if this has been agreed in an individual case.

The “contract value” is the respective contractually agreed purchase price and/or the present value of any other remuneration calculated in accordance with the Valuation Act (ground rent, capital pensions, etc.) along with any purchase price or (usage) fee for movable inventory, operating facilities and/or operating and business equipment, including any (ancillary) services, to which the respective seller or third party are entitled through the purchase contract or based on the purchase contract and/or as a result of the purchase contract. Furthermore, all encumbrances, liabilities, obligations and/or other negative balances which are taken over by the respective buyer or third party together with the respective subject of the purchase will be positively added to the contractually agreed purchase price / other fee; in this context it is immaterial whether those encumbrances, liabilities, obligations and/or negative balances directly encumber the respective subject of the purchase or (e.g. upon the transfer of shares) represent liabilities of a company in which shares are purchased / sold. The contract value does not include the VAT payable by the respective buyer on the purchase price, notarisation and court costs and/or the amount of any payable real property transfer tax.

Upon the agreement of a purchase right, a pre-emptive right to purchase and/or an option right

the commission payable by the Principal shall amount to 2% of the contract value. Where such a right is exercised, the Principal shall additionally have to pay the commission in accordance with items a) to c) above.

3. Entitlement to commission/due date

The entitlement to the agreed commission arises upon the conclusion of the brokerage contract and shall be due for payment upon the conclusion of the main contract. Circumstances that prevent the effective conclusion of the main contract for reasons for which the Principal is not responsible, or initial circumstances that from the outset give grounds for the ineffectiveness of the main contract (initial impossibility, a challenge) shall prevent the entitlement to commission from arising. Circumstances that merely eliminate the performance obligations under the concluded main contract (rescission) or result in later ineffectiveness (conditions subsequent) shall not affect the commission entitlement. In the event of a condition precedent, the entitlement to the agreed commission shall be due for payment only once that condition has been fulfilled.

The commission entitlement shall also remain unaffected if there is a period of up to 12 months between the last service of the Broker or a different broker and the (contributory) conclusion of the main contract based on it. The Broker shall have the right, in the event of a later break off or interruption of the contractual negotiations, to demonstrate and prove that his original brokerage service still led to the conclusion of the main contract.

The commission agreed and earned in accordance with section 2 should be understood as being subject to the addition of VAT in the currently applicable statutory amount (22%).

The commission shall be due for payment within 30 calendar days from invoicing without any deductions.

4. Substitute and follow-up transactions

The commission entitlement also arises:

a) if the contract is concluded on terms that differ from the offer, e.g. in the event of a price difference in any amount;

b) if the contract is concluded with the contract party brokered by the Broker with regard to a different property or a transaction similar in purpose or economically equivalent to the transaction to be brokered in accordance with the contract;

c) if and insofar as a contract concerning a transaction brokered by the Broker is extended or supplemented through temporally or economically related contracts or other contractual arrangements are agreed between the Principal and a third party that correspond to the contracts referred to in section 2 above and are based on the brokerage contract concluded between the Broker and the Principal;

d) if, instead of the originally pursued transaction (e.g. purchase or lease agreement), a different transaction is concluded between the parties to the main contract (lease or purchase agreement).

The respective commission entitlement shall be based on the content of the substitute or follow-up transaction / the extent of the extension or addition.

5. Obligations of the Principal/prior knowledge

If, due to the Broker’s referral and/or agency activities, direct negotiations are commenced by the Principal, the Broker’s activities must be pointed out and referred to. The Broker must be informed about the content of the negotiations promptly and in writing, without any request to that effect. If the Principal abandons its plans to conclude a contract, make a purchase or enter into a lease, it must promptly inform the Broker to that effect in writing.

Before the intended conclusion of the main contract, the Principal must ensure by submitting an enquiry to the Broker, specifying the name and address of the envisaged contract partner, that the procurement of the envisaged contract partner was initiated through its activities. The Principal must inform the Broker in good time of the location and time of the envisaged conclusion of the main contract.

If the contract is concluded without the participation of the Broker, the Principal must promptly inform him about the key content of the contract and the content thereof which is necessary for the calculation of the commission entitlement, and at his request promptly submit to the Broker a simple copy of the contract. In the event of a persistent breach of these obligations (e.g. the ineffective lapse of two set time limits), the Principal shall have to pay the Broker, over and above the agreed commission, a contractual penalty in the amount of 5% of the net commission entitlement that has arisen, which shall be payable within 14 calendar days from a demand made by the Broker. In the event of a written acknowledgement of the agreed commission entitlement within that payment deadline and the settlement of the commission entitlement by payment within 14 calendar days from the invoice date, the agreed contractual penalty shall be nullified.

If the Principal is already aware of the property / transaction offered by the Broker as being for sale, let or lease / concludable, it must promptly notify the Broker to that effect in writing and no later than within six calendar days from the receipt of the information (prior knowledge), specifying the source of the information. If an effective contract is concluded on the property / transaction offered by the Broker, each failure to fulfil this notification obligation shall give rise to an obligation to pay compensation for losses in the amount of 80% of the commission agreed / envisaged under section 2.

6. Dual agency/work for third parties

The Broker shall have the right to also work for the other party to the contract or for third parties, either for a fee or free of charge, unless working for the other party causes a conflict of interests with respect to the Principal. The Broker’s commission entitlement with respect to the Principal remains unaffected by this.

7. Exclusion of liability and limitation of liability/time limitation of claims

The information provided by the Broker and the documents submitted by him are based on information and notifications of third parties. Any liability of the Broker for the correctness or completeness of that information or those documents (e.g. energy performance certificate) or for the absence of information or documents that the Principal has not provided to the Broker is excluded.
The Broker shall otherwise be liable exclusively in the event of wilful misconduct or gross negligence, as well as in the event of a violation of key contractual obligations due to negligence. Key contractual obligations are obligations whose fulfilment enables the correct performance of the brokerage contract and upon compliance with which the Principal has relied and may rely. Otherwise, liability is also excluded in this respect.

The liability of the Broker or its vicarious agents shall, in the event of negligence, remain limited to foreseeable and typical losses. Such claims for compensation for losses shall expire by time limitation within three years from the date when the entitlement arises and all circumstances justifying the claim come to light and, irrespective of such coming to light, no later than within five years from the date of the loss-causing event.

The above provisions on limitation of liability do not apply in the event of culpable loss of life or injury to the body or health or in the event of fraudulent action of the Broker.

8. Data protection

The Principal agrees to the Broker collecting, processing and using personal and/or property-related data that arises from the brokerage contract and/or its performance and transmitting it to the necessary extent to any interested parties, subject to the requirement of confidential handling. The Principal and the Broker undertake to only use the personal or company-related data entrusted to them for the purpose of pursuing their own business purposes and to comply with the provisions of the Federal Data Protection Act,
including after the termination of the contractual relationship. The Principal must promptly erase personal or company-related data after the conclusion of the main contract and after the fulfilment of the brokerage contract and surrender any provided data carriers to the Broker without being requested to do so.

Existing statutory retention requirements with respect to documents remain unaffected.

9. Final provisions

Any general terms and conditions of business of the Principal do not apply.
The exercise of rights of retention is only permissible with respect to claims arising from the respective brokerage contract. The Principal may only set off against claims of the Broker claims which are undisputed or have been established with legally binding effect.

Notices of termination and other legal declarations must be in writing.

There are no oral additional agreements. Any amendments or additions to these General Terms and Conditions of Business or the brokerage contract must be in writing to be effective. This also applies to the annulment of written form / the requirement of written form.

The laws of the Republic of Italy apply.

The place of performance is the Broker’s registered office. The exclusive place of jurisdiction is Bolzano, insofar as the Principal is a trader or a legal person under public law.

Should individual provisions of these General Terms and Conditions of Business be or become ineffective