Terms & Conditions

1.1 In accordance with the terms and conditions set out in this document and the provisions of the related individual agrement, the client (hereinafter: "Client") entrusts the Hungarian representative of Sotheby's International Realty BDP International Properties Ltd. (Company registration number: 01-09-427182 hereinafter: "Agent") for the performance of the services specified in the agreement. An individual agreement containing an assignment given by the Client and accepted by the Agent (hereinafter: "Individual Agreement"), the Client accepts the most current version of these Terms and Conditions, which forms an inseparable part of the cooperation (hereinafter collectively referred to as "Engagement”).

1.2 The tasks to be performed („Services”) are specified in the most current Terms and Conditions and in the Individual Contract concluded between the parties. The Agent is only obliged to perform the services specified therein and does not undertake any further tasks that are not included in the Individual Agreement.

1.3 The Client is obliged to cooperate with the Agent in order to comply with all relevant legislation, in particular the provisions on the prevention of money laundering and other financial crimes, customer identification and data protection.

1.4 In certain cases, the Agent uses the assistance of a third party in the provision of services. Such contributors are approved by the Client in advance by accepting the Engagement, without further notice.

2.1 The Client shall provide any information, assistance, approval or consent reasonably requested by the Agent in order to fulfil its obligations under the  of Engagement within the shortest reasonable time possible after the relevant request. The Client shall ensure that the information provided by it or on its behalf is complete and accurate in all material respects, and if it becomes aware that the information provided is incomplete, inaccurate or misleading, the Client shall inform the Agent thereof as soon as possible after becoming aware of it.

2.2 The Client acknowledges that the Agent is entitled to use the information provided by the Client or on behalf of the Client to be complete, accurate and appropriate, and is not liable for the inaccuracy of the information provided on behalf of the Client or on behalf of the Client, unless otherwise specified by the parties.

2.3 The Client shall verify and confirm the accuracy and completeness of the data provided by the Agent regarding the real estate, and shall certify that they are not misleading. The Client undertakes to notify the Agent without delay if the data is or becomes inaccurate or incomplete.

2.5. Prior to signing the Individual Agreement, the Client shall present a copy of the title deed of the Property not older than 30 days, as well as the documents specified in Annex 1 (if applicable), and from time to time any other documents requested by the Agent.

3.1 The Agent shall perform the Services with the care and expertise expected of professionals providing services of a similar nature and complexity. This includes adherence to relevant industry standards and practices.

3.2 If the Client is dissatisfied with the Services, it shall first notify the contact person designated by the Agent in the Individual Agreement. The Agent shall ensure that complaints are handled in accordance with the applicable Complaint Handling Policy and shall make this Policy available to the Client upon request.

3.3 In cases where the Agent acts as the seller or lessor of the property, the Agent may not provide services to potential buyers or tenants for additional remuneration until the agreement with the seller or landlord has been finally signed.

3.4 If the Agent performs measurements (useful net floor area) for a given property, they are carried out according to the standard measurement procedure for the given property. If the Client prescribes the use of a different measurement method, it shall indicate this in writing before the commencement of the work. The Client acknowledges that the data provided in any Report regarding the floor area are only approximate and that they are determined by the Agent with an accuracy of plus/minus 5% (five percent). If the floor plan of the property is different from the usual or irregular, the limit for the accuracy of the estimate may exceed the above value.

3.5. In the course of providing the Services, the Agent shall be entitled to use subagents without the consent of the Client and without any other conditions. The Agent shall be responsible for the activities of the subagents as if he had acted himself.

3.6. Unless otherwise provided for in the Individual Agreement, the Agent provides the following services:
a) making a proposal for the marketing strategy of the Property based on the Property data provided by the Client in the Individual Agreement or/and Annex 2, prepare the promotional and advertising materials based on the standards of Sotheby's International Realty, and then publish them on the public and non-public surfaces of Sotheby's International Realty system - domestic and foreign, in the case of the latter in a specified country and/or region or internationally accessible manner;
b) If the Agent deems it necessary for the successful sale/rent of the Property, the Agent shall also make proposals to the Client for the use of other advertising platforms by assuming additional costs;
c) to put into practice the marketing plan approved by the Client and to prepare regular reports on the general market situation, as well as to implement and react to personalized online campaigns;
d) listing the Property on the Agent's website in Hungary, as well as on the Agent's Hungarian online and social interfaces and other online platforms used for the Service at the Agent's discretion. At the Agent's individual discretion and notification of the Client, the Agent shall be entitled to list the Property on the international platform/website of Sotheby's International Realty, but in the case of a non-exclusive assignment, the Agent shall not undertake any obligation to include the Property in the international system. The Client expressly consents to this by signing this Agreement. Exactly what constitutes a display on the domestic platform of Hungary Sotheby's International Realty and a display on the international platform of Sotheby's International Realty is defined in Annex 6 (Sotheby's International Realty Marketing Standards);
e) inclusion of the Property in the internal newsletters and offer packages sent regularly and/or individually to the Client's clientele;
f) to give personal presentations or provide written information to market participants about the Property and the terms of sale/rent presented to the Agent;
g) presentation of the Property to the interested buyer/tenant on the basis of prior consultation with the Client;
h) informing the Client on a monthly basis about the names of all interested buyers/tenants, the status of negotiations and the details of the activities related to the marketing support of the Property in the form of a written report and/or in person at the Agent's office;
i) supporting the negotiation of business terms and conditions by using in-depth market knowledge, mediating the buyer's offer to the Client and active support participation in the price negotiation;
j) coordinating and conducting negotiations directly between the Client, its legal representatives and the buyer/tenant in connection with the sale of the Property; and
k) providing detailed information to the Client's legal advisors about the transaction that is the subject of the agreement.

3.7 Unless otherwise provided for in the Individual Agreement the Services do not include:
a) contacting the local government or other authorities in connection with the Property, or examining the ownership of the Property;
b) research into the history of the Property or adjacent buildings, as well as the examination of whether there is pollution on or near the Property;
c) the operation of the Property, including, but not limited to, contracts related to security services, insurance, maintenance and repairs;
d) building structure inspections related to the Property and the inspection of the services provided in the Property;
e) advice on valuation (information provided by the Agent on the potential purchase price is not considered and cannot be considered as an official opinion on the value);
f) legal, tax and accounting advice.

4.1 As consideration for the Services, the Client shall be obliged to pay a fee (hereinafter: "Fee") to the Agent. The amount of the Fee or the method of its calculation shall be determined in the Individual Agreement.

4.2 Value added tax (VAT) is not included in the Fee, unless it is expressly stipulated in the Individual Agreeement. The Client undertakes to pay the VAT, if applicable, in accordance with the applicable legislation, in addition to the Fee.

4.3 Should the parties agree to this in the Individual Agreement, the Client shall reimburse the reasonable expenses and costs (hereinafter referred to as “Expenses”) incurred in connection with the performance of the services on a quarterly basis. These Expenses shall be invoiced at the Agent's discretion either together with the Fee or independently.

4.4 In the case of an exclusive assignment, the Fee includes the Agent's expenses. In this context, the Agent shall bear all costs related to the advertising of the Property, which shall comply with the specifications specified in Annex 8 specified in the Agent's advertising package applicable in the case of an exclusive assignment. The Client shall bear all advertising costs that exceed the limits of the Client's standard advertising package. The Agent shall inform the Client in writing of such additional advertising costs prior to their incurrence, and the Agent shall only reimburse them to the Client if it has consented to the additional costs.

4.5 In all cases, the Agent invoices the established fees and expenses in Hungarian forints or euros and are payable accordingly in Hungarian forints or euros as specified in the Individual Agreement. The Agent is entitled to charge default interest under the Civil Code on the amounts that have become due but have not been paid within the above deadline (either before or after a court ruling). The interest is payable from the due date indicated in the invoice until the date of full payment of the outstanding amount.

4.6 If the purchase/rent price specified in the contract for the Property Transaction is paid in a third currency, the Client shall be entitled to issue the invoice in the third currency or at the value converted to EUR at the central exchange rate published by the National Bank of Hungary on the date of issuance of the foreign currency invoice under the Property Transaction contract.

4.7 If the agreement has been concluded for a definite period and the Client withdraws the Property from the market during the definite period, or the present Agreement is terminated due to the fault of the Client, or is terminated by any of the Parties, in which case the Client shall reimburse the Agent for its proven costs. In the case of a non-exclusive agreement, the Client's obligation under this section shall also apply if the Client sells the Property with the assistance of another agent within the first 90 days of the definite period.

4.8 The Client shall pay all amounts by bank transfer to the Agent's bank account indicated on the invoice. The Agent is not able to accept payment in cash.

4.9 The Client shall pay all amounts due to the Agent under the Engagement without set-off or any deduction.

4.10 If any amount is not paid to the Agent by the date specified in Section 4.4, the Agent shall be entitled, upon notice to the Client, to suspend the provision of the Services until the outstanding amount has been paid in full.

4.11 After completing the Engagement, the Agent shall be entitled to keep the materials in the Client's possession as long as any amount due to him remains unpaid.

5.1 The Agent shall not be liable for (i) consequential and indirect damages, (ii) loss of profit or income of the Client; (iii) loss of goodwill or reputation; (iv) loss of data or damage due to the Client's receipt of any information or data provided electronically by the Client; (v) for the acts or omissions of a third party (unless the contract was concluded as a direct contracted performance assistant of the Agent, but not as the Client's agent); or (vi) delays in compliance with regulatory requirements,
in connection with the Engagement or the breach or non-performance thereof.

5.2 Notwithstanding any provision to the contrary, neither party shall limit or exclude its liability for: (i) willful tort; (ii) death or personal injury caused by negligence; (iii) fraud or deception; or (iv) any other liability for which the limitation or exclusion of liability is not possible by law.

5.3 The Agent's total obligation under the contract, non-contract or otherwise in relation to the Engagement or its serious breach or non-performance (including but not limited to negligence and breach of the duty of care prescribed by law) shall not exceed twice the amount of the Fee paid or payable by the Client to the Agent.

5.4 The Client declares that the Engagement is concluded between them and the Agent and that it is not entitled to assert any claims against the owners or executive officers of the Agent or Sotheby's International Realty Group.

6.1 If the agreement has been concluded for an indefinite period, both parties shall be entitled to terminate the Engagement at any time with at least sixty (60) days' prior notice.

6.2 Both parties shall be entitled to terminate the Engagement immediately or with a period of notice determined by the party if the other party:
(a) violates any material term of the Engagement and the breach cannot be remedied;
(b) breaches any material term of the Engagement in a remediable manner, but fails to remedy the breach within thirty (30) days of receipt of the notice to remedy the breach of contract and containing a description of the breach of contract (or re-commits the breach remedied as described above within the thirty (30) days; or
(c) insolvency is declared in accordance with the Bankruptcy and Liquidation Act, a liquidator or administrator is appointed in respect of all or part of its assets, a compensation agreement is concluded with the creditors, a decision on voluntary dissolution or liquidation is adopted (except in the case of a merger or conversion with a legal successor), or proceedings similar to those are initiated against it in any country.

6.3 The Agent shall be entitled to terminate the Engagement with immediate effect upon written notice if the Client fails to settle an invoice within 30 (thirty) days of its due date.

6.4 Unless the parties have agreed otherwise in the Individual Agreement, the Client shall be obliged to pay the Agent the following upon termination of the Engagement:
(a) the pro-rata Fee payable for the Services performed, taking into account the amount of the Fee payable for the performance of the  Engagement, the total expected duration of the Engagement and the Services performed up to the date of termination;
(b) the Expenses incurred in accordance with Section 4.3 up to the date of the termination taking effect; and
(c) other amounts specified in the Individual Agreement payable upon termination.

7.1 The Agent processes personal data as a data controller in connection with the performance of the Engagement. The related Privacy Policy can be found at: HSIR website (https://sothebys-realty.hu/privacy) menu item.

8.1 The Agent will use reasonable care to disclose any research, data, reports or advice that is part of the Services ("Report") The opinions contained therein reflect the opinion of the Agent, and the Agent assumes that the data on which the opinion is based are accurate at the time the Report is issued (but may change during and beyond the duration of the project, subject to new information). The Agent reserves the right to change the data and the opinion based on them without prior notice in the light of revised market analyses and information, however, it is not obliged to amend the Report already submitted.

8.2 The Reports are intended solely for the purposes of the Client. The Client shall not be entitled to transmit, reproduce or publish them to third parties without the prior written consent of the Agent. The Agent shall not be liable to any third party acting on such Reports and advice.

8.3 The Client may only allow a third party to use the Agent's Reports if an agreement is reached between the third party and the Agent. The Agent expressly declares that in the absence of a user agreement, the Client shall not be liable to third parties for the Report or advice provided in connection with the Engagement, and the Client shall not allow any third party to rely on the Report or advice as set out above. All limitations of the Agent's liability set out in these Terms and Conditions shall apply jointly to the Client and to all parties to the User Agreement.

8.4 If the Client provides a copy of any Report to a third party or allows the Client to act on its contents, it shall indemnify the Agent against any claims made by the third party as a result of the use of the Report or the proceeding on the basis thereof, unless a user agreement has been entered into between the third party and the Agent.

9.1 The work created in the course of the provision of Services to the Client and the intellectual property rights related to them (a "Works") shall be the property of the Client from the date of their establishment, and the property rights related to them shall be transferred to the Client in accordance with the provisions of Act LXXVI of 1999 on Copyright. The Agent hereby transfers the Works and the right to initiate lawsuits for damages and other legal remedies related to their infringement to the Client. With respect to the Engagement, Intellectual Property Rights means patents, trademarks, designs, any application of the foregoing, copyrights, database rights, trade or trade names, domain names, website addresses, whether or not they can be registered (including applications for registration of such rights and the right to file an application), know-how, proprietary knowledge, methodological solutions and similar rights in any country of the world to their full validity and for the duration of any renewal or extension of validity.

9.2 The Client grants, members of the Sotheby's International Realty Group and their partners a worldwide, non-exclusive and transferable right to copy or modify the Client’s Works and materials as necessary for the provision of the Services and other obligations related to the performance of the Engagement. Client materials mean the intellectual property rights of the Client or the persons who grant it a licence not including the Works.

9.3 Agent and its licensors reserve their rights to the Agent Materials. Agent Materials include materials and intellectual property rights owned by the Agent or its licensors before and after the date of the Engagement, excluding the Works.

10.1      Notices and other information to be given by the parties to each other in connection with the Engagement may be delivered in writing
(a) by e-mail (except for legal statements and notices related to the Engagement that create, modify or terminate legal relationships); or
(b) personal delivery/courier service; or
(c) by post with acknowledgement of receipt,
to the address of the other party as specified in Section 10.3.

10.2 Postal Items sent in accordance with Section 10.1 (b) and not returned to the sender as undeliverable will be deemed to have been delivered on the second day after dispatch. The receipt confirming proper addressing and sending, and a certification that the shipment has not been returned to the sender shall be sufficient proof of the delivery.

10.3 For shipments under this clause, the delivery address of each party shall be its registered office. Notices given to the Agent are valid only if they are addressed to the Managing Director, except for statements related to the Engagement that do not create, modify or terminate legal relationships, such notices shall be sent to the contact persons appointed by the parties.

10.4. The Agent in the provision of Services may send the name of the recommended buyer to the Client in writing, in a text message to the Client's mobile phone number or by e-mail, and thereafter the Property may be viewed in the presence of the Client or without the Client's presence in accordance with the agreement of the parties.

11.1 If one of the parties is hindered or prevented from fulfilling its obligations under the Agreement by factors beyond its sphere of interest, the party shall notify the other party as soon as possible, describing the circumstances hindering or preventing the fulfilment of the obligations.

11.2 If the notifying party notifies the other party in accordance with the above, it shall not be liable for any delay in performance or failure to comply with the relevant obligation (except for payment obligations, which shall remain in full force and effect), in which case the time available for performance shall be extended accordingly if the delay or default is the result of the circumstances set out above.

11.3 The Client declares that the Agent is exempt from liability for the delay in performing or failing to perform its obligations under the Engagement, if it is attributable to one of the following exempting circumstances: (i) the Client or any other person acting on its behalf performs or fails to fulfil the Client's obligations under the Engagement with delay or fail; (ii) the assumption set out in the Individual Agreement is found to be incorrect; and (iii) any other event so specified in the Individual Agreement occurs. In relation to the obligations concerned, the Agent shall be entitled to extend the deadline to a reasonable extent and to reimburse the additional costs justifiably incurred in connection with the circumstances of the exemption.

12.1 The Principal agrees that the Agent may publicly disclose the fact that it provides or has provided Services to the Client and may use the Client’s name for marketing purposes. However, the Agent may not disclose the details of the planned or completed transactions (except for information that is already public) without the prior consent of the Client, which may not be unjustifiably denied or delayed.

12.2 The Client shall keep (i) the information known to the Agent about the methods and technologies used for the Services, (ii) the terms and conditions of the provision of the Services, and (iii) non-public information related to the Agent's business activities confidential and shall not disclose it to any other person.

12.3 In the course of providing the Services, the Agent shall treat any non-public information that comes to its attention in connection with the Client's business activities in a confidential manner for a period of 2 years from the date of termination of the Engagement or the date of performance of the Services, and shall not disclose it to other persons.

12.4 This section shall not be infringed by a party that provides information with reasonable reason
(a) if the party is bound by law or court order or by decision of any stock exchange or authority with jurisdiction (whether or not the obligation has the force of the relevant law); or
(b) to advisors, insurance companies, auditors or financial service providers.

12.5 The Agent shall not violate the provisions of this section by disclosing the information to members of the Sotheby's International Realty Group.

13.1 If a court or authority of competent jurisdiction declares a provision to be unlawful, invalid or unenforceable under the laws of any country, or if a country adopts a law that causes that provision to become illegal, invalid or unenforceable, this shall not affect the legality, validity or enforceability of the remaining provisions of the Engagement, nor shall it affect the legality, validity or enforceability of such provision in the jurisdictions of other countries.

14.1 Neither party shall be entitled to transfer its rights or obligations under the Engagement, or any part thereof, to any other party without the prior written consent of the other party. Notwithstanding the above, the Agent shall be entitled to assign or transfer all or part of its rights or obligations under the Engagement to any other member of the Sotheby's International Realty Group without the prior written consent of the Client.

14.2 The rights and obligations under the Engagement shall be transferred to the legal successors and authorized assignees of the parties.

15.1 In the event of any dispute arising in connection with or on the basis of the Engagement, the party intending to initiate litigation shall notify the other party thereof at least fourteen (14) days prior to the initiation of the proceeding. Either party is entitled to have recourse to the Permanent Court of Arbitration organised by the Hungarian Chamber of Commerce and Industry, with or without receipt of a notification, which will act with one arbitrator and whose award will be final and binding. The procedure is governed by Act LX of 2017 on Arbitration and the arbitral tribunal's own rules of procedure set out in this section with reference. The place of the proceedings is Budapest, Hungary. This provision does not apply to the Engagement with consumers.

15.2 The Engagement and any disputes related to its subject matter or existence shall be governed by the laws of Hungary.

16.1 The Engagement constitutes the entire agreement between the parties in respect of the transactions and other matters hereof and supersedes all previous agreements and agreements between the parties or entered into by either of the parties with a similar subject matter.

16.2 With the exception of notifications, the term "written" also apply to emails. The term "affiliated party" have the meaning of Section 4(23) of Act LXXXI of 1996.

16.3. The Client acknowledges that the Agent is a service provider operating under the Hungarian and European Union legislation on the prevention and combating of money laundering and terrorist financing. The purpose of these laws is to prevent the laundering of money or something with a monetary value derived from the commission of criminal offences through activities that are vulnerable to money laundering, as well as the support of terrorism with money or something with a monetary value, in order to effectively enforce the prohibition of money laundering. The Agent has to comply with a number of special legal obligations, the most important of which are the following: identification and due diligence of clients, registration of clients and transactions, and reporting obligation in case of suspicion. The Client expressly acknowledges that if the Client fails to cooperate in the proper performance of the Agent's obligations under this section, in particular client due diligence, the Client shall refuse to perform the Agreement.

16.4 If the Client is two or more persons, their liability in relation to the Engagement shall be joint and several.

16.5 The Client declares that the Agent is entitled to act in accordance with the instructions given by any employee or other representative of the Client, or by a person presenting himself or herself as authorised to do so.

16.6. If the Client qualifies as a consumer based on the legislation in force at any given time, the Agent shall be obliged to inform the Client in a clear and comprehensible manner about the content of the following consumer information prior to the conclusion of the Individual Agreement, and shall also be obliged to make the Client aware of the information in its entirety and to have the Client accept it.  By signing the Individual Agreement, the Client declares that it has fully read and acknowledged the relevant information.

16.7. Both parties represent and warrant that they are entitled to enter into the Engagement and have obtained the necessary approvals.

Complaint handling:
The Client shall be entitled to keep in touch with the Agent at the e-mail address specified in the Individual Agreement.

The Client may communicate its objections, complaints and comments in writing, by e-mail to the Agent, which the Agent is obliged to investigate and respond to within 8 working days and to communicate the results of the investigation and the response to the Client by sending them to the e-mail address specified by the Client in the individual agreement.

The response to the complaint/objection shall include the substantive response to the Client's complaint, indicating the possible place and methods of enforcement of rights in the case of the other possibilities of enforcing rights listed in the following section, as well as the deadlines for it.

If any consumer dispute between the Agent and the Client is not resolved during negotiations with the Agent, the following options are available to the Client:
- lodging a complaint with consumer protection authorities;
- initiating the procedure of the Budapest Conciliation Body (1016 Budapest, Krisztina krt. 99.),
- initiation of court proceedings.