TERMS AND CONDITIONS
“01-03-2012 RESbroker TERMS AND CONDITIONS”
LAMAR Company, RESbroker, RESbroker ASIA and GLOBAL RESbroker are trade names of BASTIAAN PROJECTS MANAGEMENT SRL. a limited liability company registered in Romania with registered number.
These are the terms and conditions (the “Terms”) of the BASTIAAN PROJECTS MANAGEMENT SRL (which includes all group companies, international partnerships and affiliated organisations, including alliance and associated offices)(“RESBROKER”)(“we” or “us”) web site. Please read these Terms carefully, they set out the basis on which you do business with us and are allowed to use this web site (the “Site”), the Discussion BLOG (“the BLOG”) and the information contained within them (the “Content”). They are to protect you as a user of the Site (“User”) and to prevent the Site from being used for any illegal or offensive purposes.
These terms consist of two part:
TERMS and CONDITIONS for the use of our SITES and BLOGS
TERMS and CONDITIONS for using the BROKERAGE SERVICES of RESbroker
You can download these terms in PDF format form here: [DOWNLOAD]
TERMS and CONDITIONS for the use of our SITES and BLOGS
The Site is offered to you conditionally on your agreement to these Terms and your continued use of the Site signifies your acceptance of them. If you are using this Site in the course of your employment or on behalf of an organization, you agree that you are an authorized representative of your organization and that you have authority to bind your organization to these Terms. The Authorized Use Policy set out below and available on the Site applies to anyone using the Site and you are responsible for ensuring that employees or agents of your organisation are made aware of and comply with this.
1. OUR SERVICES
1.1 The services provided through the Site are governed by these Terms. We may, from time to time, make the following services available:
1.1.1 Market Reports – Market Reports concerning the property market and other related subjects are available for purchase from the Site.
1.1.2 Discussion BLOG – The Site contains an online BLOG where Users can make contributions to the Site and communicate with other Users of the Site.
2.GENERAL USE OF THE SITE AND THE BLOG
2.1 You must not post any Content on the Site or BLOG or use the Site or BLOG in any way that is or may be considered to be:
2.1.1 in breach of any obligations or duties of confidentiality, or in breach of any obligations on you under the Data Protection Act 1998 in the UK or under any such equivalent legislation in your relevant jurisdiction;
2.1.2 capable of infringing any other person or other entitys intellectual property rights (including but not limited to copyright, trade marks, design rights or database rights);
2.1.3 in breach of any applicable law, whether criminal or otherwise; or
2.1.4 offensive, obscene, insulting, false, defamatory, unreliable, misleading or otherwise inappropriate.
2.2 In addition, you must not use the Site or BLOG to:
2.2.1 abuse, harass, stalk or threaten others;
2.2.2 advertise or offer to sell any goods or services (other than in accordance with these Terms), or conduct or forward surveys, contests or chain letters;
2.2.3 upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of our or any other computer;
2.2.4 upload files which contain an active hypertext link to another web site; or
2.2.5 download any file posted by us or another User that you know or reasonably should know, cannot be legally distributed in such manner.
2.3 You must not frame or link to the Site or any part of it or the BLOG without our express permission.
2.4 We shall be entitled at any time to delete, remove or suspend the whole or any part of the Site, including any Content that you provide, without notice to you and without incurring any liability.
2.5 We may block or withhold your access to the Site if we have reasonable grounds to suspect any breach by you of these Terms, that we or any User has incurred or may incur any liability in connection with the Site, or if your use or Content is otherwise inappropriate.
2.6 Unless otherwise indicated on the Site, you may download to a local hard disk and print extracts from the Site solely for personal, non-commercial use and you may also recopy downloaded extracts to others for their personal, non-commercial use.
2.7 Unless otherwise indicated on the Site, you must not reproduce part or all of the Content in any form unless it is for personal, non-commercial use in accordance with Clause 2.6 above.
2.8 Unless otherwise indicated on the Site, you must not copy or otherwise incorporate into or store in any other web site, electronic retrieval system, publication or other work any of the Content in any form (whether hard copy, electronic or other format).
3.USE OF THE BLOG
3.1 We do not monitor messages posted to the BLOG and accept no responsibility or liability for any such messages. We reserve the right in accordance with our take down policy to remove or edit any messages posted to the BLOG as soon as we receive a complaint about any message or we otherwise become aware that the content of a message is inappropriate.
3.2 RESBROKER is not responsible for and shall have no liability and expressly excludes all liability in relation to any expressions of opinion, data, information or any other material whatsoever which is submitted on this Site by any User of the BLOG. RESBROKER shall not be liable for any application of or reliance on any information contained on this Site which has been submitted by a third party via the BLOG.
4.PURCHASING MARKET REPORTS
4.1 Market Reports may be purchased from the Site under RESBROKERs Terms and Conditions of Sale available from the footer bar on this page.
5.1 If you upload Content to the Site or BLOG, you grant RESBROKER a license to use, reproduce, modify, adapt, publish, create derivative works from, distribute and display in public that Content in any form and media on or in connection with the Site, at no cost to us and for as long as we require and you warrant that you own the intellectual property rights in such Content and have the right to grant this license. You will indemnify us and keep us indemnified from and against all costs, claims, damages and expenses made against or incurred by us as a result of a third party alleging that the use of such Content by us infringes the intellectual property rights of a third party.
5.2 All intellectual property rights and goodwill in or relating to RESBROKER including the name, logo and any associated rights, belong to RESBROKER, whether on a global or regional level. Subject to Clause 5.1 above, all intellectual property rights and goodwill in or relating to the Content belongs to RESBROKER or our partners or licensors.
5.3 Except as expressly specified in Clause 2.6 above or as clearly stated on the Site, nothing in these Terms may be construed as granting any licence or right to use any intellectual property of RESBROKER, our partners or licensors without our express written permission.
6.1 Users may provide us with personal information about themselves and others. Generally this information is requested when you register for membership or when you use any of the services offered by the Site.
7.LIMITATION OF LIABILITY AND DISCLAIMERS
7.1 Nothing in these Terms operates so as to exclude, limit or restrict RESBROKERs liability for death or personal injury or our liability for fraud or fraudulent misrepresentation.
7.2 RESBROKER is not responsible for any Content posted by our partners or by Users. We do not warrant the accuracy of this or any other Content in any respect and we cannot be held liable for any use you may make of it or any reliance you may place on it. Any recommendation or other information on any area of the Site or BLOG is used by you at your own risk.
7.3 Any link on the Site is provided solely for your information and convenience. A link does not represent any endorsement or recommendation by RESBROKER and does not mean that we have any association with the linked web site. We are not responsible for the content of any linked web site.
7.4 RESBROKER will not be liable to you or any third party for any claim to the extent that the same is characterized as a claim for, or arising from:
7.4.1 loss of profits or anticipated savings;
7.4.2 loss of goodwill or injury to reputation;
7.4.3 loss of business opportunity;
7.4.4 loss of data;
7.4.5 loss as suffered by third parties;
7.4.6 indirect, consequential or special loss or damage
regardless of the form of action, whether in contract, strict liability or tort (including negligence) and regardless of whether RESBROKER knew or had reason to know of the possibility of the loss, injury or damage in question.
7.5 RESBROKER is not liable for any failure to perform any obligation caused by matters beyond our reasonable control (including without limitation any failure of transmission, inability to access the Site or BLOG or any failure, error or delay in the sending or receiving of any communication).
7.6 RESBROKER is not liable for any loss, damage or other liability whatsoever arising from any Content, activity, terms or policies on or in connection with the Site or BLOG or from any separate agreement which you may enter into with another User.
7.7 Without affecting the rest of these Terms, the total liability of RESBROKER to you under these Terms (whether arising in negligence or otherwise) will not exceed the sum paid by you for services received through the Site.
7.8 RESBROKER excludes all warranties, conditions and terms, whether express or implied to the fullest extent permitted by law in respect of the Site.
7.9 You agree to indemnify us against all liabilities, claims and expenses that may arise from any breach of these Terms by you, your employees or agents from any use of the Site or BLOG or from any of your Content.
8.1 If any term of these Terms is held to be invalid or unenforceable by judicial decision, the rest of the Terms shall remain valid and enforceable.
8.2 RESBROKER reserves the right to change these Terms from time to time. If we change these Terms, we shall notify you of this fact on the home page of the Site and shall post the new version on the Site stating when such revised version comes into effect. You will be taken to have agreed to such revised version if you continue using the Site after expiry of any notice period. You should check the Terms periodically to ensure that you are aware of and are complying with the current version.
8.3 These Terms and any documents referred to in them are governed by and construed in accordance with the laws of Romania and you and we agree to submit to the exclusive jurisdiction of the R0manian courts for the determination of disputes.
8.4 These Terms constitute the entire agreement between us in respect of the subject matter contained in these Terms and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
TERMS and CONDITIONS for using the BROKERAGE SERVICES of RESbroker
BROKERAGE SERVICES: RESbroker is a commercial clean energy project brokerage firm and provides brokerage services to potential buyers of clean energy projects. RESbroker is engaged by the buyer of a project and not by the seller or the developer of clean energy projects unless explicitly agreed upon otherwise in writing.
PRINCIPAL: As a commercial brokerage RESBROKER often represents the potential buyer/investor, the “PRINCIPAL” in the process of acquiring information about and the acquisition of a clean energy project. RESbroker requires the Principal to disclose and recognize the broker’s fee agreement, contract and settlement statements to the Notary/Lawyer the “Paymaster”, as being the Principal’s Broker of Record. If it is the case, the Agent on behalf of the Principal will insure this information is provided to the paymaster or Title/Escrow company and is contained on all documents, fee agreements and instructions so that RESBROKER shall receive appropriate compensation for services rendered. Furthermore, fee agreements on all subsequent and or additional project acquisitions that are placed with Associate Partners of RESbroker by principals or their agents are considered BINDING on said additional acquisition of future projects of the RESbroker Clean Energy Projects Listing whether or not a specific fee agreement has been agreed to. It is the duty and the obligation of the principal to insure that RESbroker is made aware of additional project acquisitions and negotiations and secure fee agreements and communicate project information through the RESbroker Network system.
AGENTS: In some cases the Principal already appointed an Agent as the procurring cause and directs the project introduction to the Buyers Agent. In these cases RESBROKER charges a minimum (1%) commission of the amount of the relevant transaction value of projects above $1 million USD. On amount under 1 million USD the fees charged will be a minimum of 1% which shall be equal to at least 50% of total Broker fees. Under this scenario the Agent is not representing RESbroker but must follow these Terms and Conditions in the protection of the Interests of RESbroker. Fees and Commissions will be imposed as required above and any negligence or misunderstanding on the Buyer’s agent (Agent) side will be their responsibility to resolve and provide RESbroker with appropriate compensation. If the agent does not agree to the RESbrokers “TERMS and CONDITIONS”, this document, then the agent should not enter into business with RESbroker and not to promote any project of the RESbroker listing with the Principal.
PRINCIPAL CONTACT: The potential buyer of clean energy project or his agent have access to primary project data through the RESbroker websites. When the Principal wants to obtain detailed information about the project, then he will issue a LOI, “Letter of Intent” to RESbroker related to the project. After that RESbroker will send the Principal the NCNDA and the Brokering Agreement for signing. This will protect both Principals and RESbrokers interests in the following acquisition process.The exclusive project review stage for a potential buyer, is generally 30 to 60 Business Days and is usually preceded by the Term Sheet, a document that describes the negotiation process for the possible acquisition of the project. This period of time will be used to determine the merits of this project. In this time period the Principal is notified of the selection of the projects by the Lender and is given the Lender’s contact information. It is important to note that the Project has been selected by an Agent is not being “shopped” with hundreds of other potential buyers. Therefore, both parties in this type of transaction are required to be more responsible and accountable. RESbroker is the intermediary in this process and its function is to support the communication and administration of the process but not to be involved directly in transactions between Seller/Developer and Principal at this stage unless required by either one for clarification or the addition of information. The acquisition process requires time for analysis, structuring and negotiation and depending upon the type of funding process required underwriting may occur within one month to nine months. Adaptation, re-negotiations, flexibility and patience are required during this period of assessment of the project. Successful transactions of projects are created by clear and continuous communication between principals and maintaining professional diligence through the review process.
BROKERAGE FEES: Before Principal and RESBROKER enter into business they will sign a brokering agreement specifying the brokerage fees agreed upon. RESbroker is paid as part of the total acquisition costs of projects. All commissions and brokerage fees are to be paid directly to RESBROKER by the project buyer, Title Company or Agent and RESBROKER is required to be a signer on the Commission Fee Agreement and listed on the Settlement. Commissions are paid at the moment that the transaction takes place through withholding of the commissions from the purchase price by the notary or law firm “Escrow or Paymaster” where the contract is passed and paid directly into the account indicated by RESBROKER by electronic transfer at the costs of the Pricipal.
FEE AGREEMENTS: The Representative of a buyer who select and request Projects from the RESbroker for acquisition must be “Buyers Agent” and related commissions must be paid through the buyers funds and not based upon secondary “Fee Agreements” or any type of up front charges. Any action to otherwise demand, require or expect fees, up front or at closing of the transaction from the Principal or Buyers of a project listed herein is strictly forbidden. All subsequent broker fee agreements with principals and buyers without the consent of RESbroker are considered invalid, a breach of conduct in alignment with the NCNDA. Exceptions are permitted only upon full disclosure and prior approval of RESbroker.
COMMISSIONS paid to RESBROKER
When directly representing buyer of a project a minimum of 1% of the value of the relevant transaction is due as compensation for the services of RESbroker unless otherwise agreed in the brokerage contract (see also: Validity of Terms and Conditions).
When engaged through a buyers Agent 50% of All Broker Fees paid to the Agent of the buyer unless agreed upon otherwise by RESbroker in writing.
RESbroker does not charge any up-front fees. The commission, a success fee, is only paid after a successful transaction has taken place. This fee is non-refundable and cannot be challenged in court, even not when the Investor has successfully litigated his investment in court. The project Seller and project Buyer safeguard the Broker from any liability charges, indemnification or a refund of commissions paid to the Broker and/or Agent(s). At all times the Investor should perform or let perform a due diligence before investing in a project.
Term of validity and Application of Brokerage Agreement
The Brokerage Agreement remains valid until 2 years after the latest closure of a transaction between the project buyer and the project seller. All transactions of principal and project seller automatically fall under the brokering agreement. The project buyer and project seller will inform the broker about any transactions taking place under the brokering agreement. Both seller and project buyer remain liable for the payment of the commission that the principal and broker have agreed upon. As the project size is the measure for the commission paid to the broker, they do not cumulate, i.e. each project is considered individually and the height of the commission is determined for each project individually and is based on the criteria as stipulated in the Brokering Agreement
Validity of Terms and Conditions
These Terms come into force as per 01-03-2012 and govern all RESbroker’s business including pending transactions for which RESbroker and the potential buyer already signed a brokering agreement. These Terms are retro-active and prevail above any other Terms agreed upon verbally or in writing prior to the publication of these Terms unless exceptions have been agreed upon in writing with the reference to the “01-03-2012 RESbroker TERMS AND CONDITIONS”
IMPORTANT: IF YOU DO NOT AGREE TO OUR TERMS THEN PLEASE LEAVE THIS SITE OR DO NOT ACCESS OUR RELATED SITES. IF YOU ALREADY DOWNLOADED FILES FROM OUR SITE(S) THEN DELETE THEM FROM THE MEDIA YOU USED AND DESTROY ANY PRINTED COPY IN OTHER TO PREVENT UNAUTHORIZED USE.