General Terms and Conditions

GENERAL TERMS OF BUSINESS OF SOLTERRA, NEPREMIČNINE, d.o.o., 57 Gradnikove Brigade Street, 5000 Nova Gorica,

IN THE FIELD OF REAL ESTATE BROKERAGE I

1. INTRODUCTORY PROVISIONS
1.1 The real estate company SolTerra, nepremičnine, d.o.o. accepts these General Terms and Conditions of Business in real estate brokerage on the basis of the provisions of the Real Estate Brokerage Act (Journal of Laws of RS No. 72/06 - officially consolidated text and 49/11, hereinafter referred to as ZNPosr).
1.2. The General Terms and Conditions of SolTerra, nepremičnine, d.o.o., Ulica Gradnikove Brigade 57, 5000 Nova Gorica, in real estate brokerage (hereinafter referred to as the GT) define the rights and obligations of the real estate company and the Principal when concluding real estate brokerage contracts (hereinafter referred to as the "CONTRACT")."

Based on the GT, in the CONTRACT, the parties agree on the rights and obligations of both parties in a business relationship where the Seller mediates and the Principal commissions and pays for the mediation. The GT are published on agency website and are also available at the Broker's registered office. These GT are the basis for the conclusion of individual contracts in writing. The GTs shall have the character of a contract and shall form an integral part of the CONTRACT, shall supplement it and shall be binding on the parties in the same way as the CONTRACT. A copy of the insurance policy shall also form an integral part of each CONTRACT. In the event that the CONTRACT contains provisions that conflict with these GTs, the provisions of the CONTRACT shall prevail.

2. MEANING OF TERMS USED IN THE GENERAL CONDITIONS
The individual terms used in these GTs and in the CONTRACT shall have the following meanings:

-a real estate company is SolTerra, d.o.o., which provides real estate brokerage services;
-a real estate agent or real estate broker (hereinafter referred to as 'real estate agent') is a natural person who performs real estate brokerage services for a real estate company on the basis of an employment contract or other legal basis and is licensed by the competent ministry to perform real estate brokerage services in accordance with the law and is registered in the directory of real estate agents with the competent ministry;
-real estate brokerage shall mean the pursuit of the registered gainful activity of real estate brokerage, where individual real estate brokerage transactions include all activities in establishing contact between the principal and a third party and in negotiating and preparing for the conclusion of legal transactions, the object of which is a specific real estate, such as a purchase, sale, lease, rental or other contract for a specific real estate;
-the Principal (hereinafter referred to as the "Principal") is a natural or legal person who enters into a CONTRACT with the Real Estate Company and for whom the Real Estate Company provides real estate brokerage services;
-a third party is a person whom the estate agent attempts to put in contact with the Principal in order to negotiate with the Principal the conclusion of a specific contract in relation to real estate;
– the Principal's close family members are the Principal's spouse or the person with whom the Principal is cohabiting, in accordance with the regulations on marriage and family relationships, their children or adopted children, parents and adoptive parents and persons whom the Principal is legally obliged to support:
– the energy performance certificate of a building is a public document containing information on the energy performance of a building with recommendations for improving energy efficiency.

3. BROKERAGE SERVICES
3.1.The real estate company shall provide brokerage services for: the sale or purchase of property, the letting, renting, leasing or any other contract having immovable property as its object. In particular, the following transactions are covered by the above-mentioned intermediary services, which the real estate company performs for the principal, if and insofar as the circumstances of the particular transaction so dictate:
– the conclusion of the CONTRACT;
– informing the Principal and third parties of the market conditions relevant for the determination of the price of the real estate, the content of the regulations relevant for the valid conclusion of the real estate brokerage contract, the amount of the Client's tax obligations and the prices of notarial services;
– ascertaining the legal status of the real estate by obtaining documents relating to the real estate (extract from the land register), contracts (if the real estate is not yet registered in the land register), etc;
– written warnings, notices, certificates;
– inspection of the property after the conclusion of the real estate brokerage contract; ;
– advertising the sale of the immovable property in the mass media or otherwise;
– making the principal acquainted with the property and contacting a third party;
– being present when the property is inspected by the principal;
– ascertaining the actual condition of the property;
– informing the principal of the legal and factual situation of the property and reliably pointing out any defects found;
– communicating with clients by telephone;
– participating in the negotiation of the transaction.
3.2.The transactions listed in this Article are included in the brokerage price. The brokerage price does not include the costs of notary or lawyer services, taxes, court and administrative fees, fees for certificates and permits necessary for the valid conclusion of the contract, any costs of an appraiser or expert, and special or unusual costs incurred in the course of the real estate company's work. If the services referred to in the preceding paragraph are provided by the principal himself or if any of them is unnecessary, the commission shall not be reduced accordingly.

4. A SPECIFIC DESCRIPTION OF THE TRANSACTIONS
Before concluding a contract in respect of which it has intervened, the real estate company shall check the legal and factual condition of the property and shall warn the contracting parties in clear and comprehensible writing of any legal or factual defects in the property. In particular, when checking the legal and factual situation of the property in the course of the mediation, the real estate company shall:
– on the basis of the land register data or, if the property is not registered in the land register, on the basis of the documents forming the basis for registration, verify whether the seller or lessor is the owner of the property which is the subject of the contract in the conclusion of which it is intervening and whether there are any rights in rem or other third-party rights in that property which could limit or exclude the rights of the client;
– on the basis of a careful inspection, check whether the property has obvious defects or deficiencies which affect the usability or the price of the property;
– where the subject-matter of the contract for which it intervenes is land: on the basis of a certificate (location information) from the competent administrative authority, verify the use of the land as laid down in the zoning regulations.

5. ADDITIONAL SERVICES
5.1. The Principal and the Real Estate Company may agree on the provision of additional services which are not included in the Real Estate Commission Price and which shall be paid for separately by the Principal at the Real Estate Company's prices in force from time to time. Additional services may be agreed by CONTRACT or by written order of the Principal confirmed by the Real Estate Company.
5.2 Additional services include in particular the following services:
– obtaining missing documentation on the ownership of the property which is not provided by the Principal to the Agent and which must be obtained separately;
– drafting of the contract which is the subject of the real estate and for the conclusion of which the real estate company has provided the brokerage service (e.g. purchase contract in the form of a private deed or notarial deed, rental or lease contract, pre-contract, etc.);
– obtaining a written appraisal of the value of the property by a certified valuer or a certified court valuer;
– representation or assistance in the procedures for obtaining consents, permits and other documents necessary for the conclusion of the contract to which the immovable property is subject; 
– regulating the legal status of immovable property;
– representing the principal at auctions of immovable property;
– keeping funds in a fiduciary account;
– preparation of land registry applications;
– preparation of property tax returns;
- executing the handover of the property to the purchaser by recording the handover report;
– other services expressly agreed in writing between the real estate company and the principal.
5.3. The prices for the Services shall be as set out in the agencies price list, as set out in the Annex to this GT, which forms an integral part of the GT, or the CONTRACT. The real estate company shall be entitled to payment for the services rendered even if no contract has been concluded with the real estate as the subject matter thereof.

6. PAYMENT FOR INTERMEDIATION
6.1. The amount of payment for the intermediation shall be agreed between the real estate company and the principal in the CONTRACT
6.2. The brokerage payment in the event of a purchase or sale for the same property shall be a maximum of 4% of the contract price if the contract price is higher than EUR 10,000.00, and EUR 400.00 if the contract price is lower than EUR 10,000.00. The brokerage payment does not include value added tax (VAT), and the brokerage payment shall therefore be increased by the value of the VAT at the time of invoicing.
6.3. The real estate company shall become entitled to the brokerage fee when the contract in which it has acted as a broker is concluded. The real estate company may not claim even partial payment for the intermediation before the conclusion of the contract whose subject-matter is the immovable property. Where it is agreed between the parties to a contract of sale, lease, tenancy or other contract for immovable property that the brokerage fee is to be paid by both parties, the amount of the brokerage fee shall be shared.
6.4.The real estate company shall also be entitled to the full payment if the principal or a third party subsequently withdraws from an already concluded contract in the conclusion of which the real estate company has acted as an intermediary.
6.5. The real estate company shall also be entitled to payment for mediation in cases where the Principal or a member of his/her immediate family concludes a contract, the subject of which is a property, with a third party who was put in contact with the Principal by the real estate company and this contract was concluded within six months after the termination of the CONTRACT.
6.6. In the event of intermediation in the rental or letting of the property, the real estate company shall be entitled to a commission of two monthly rents. Where the real estate company mediates for both parties, it shall be entitled to claim a commission from each party, unless otherwise provided for in the CONTRACT.
6.7. Payment of invoices under the CONTRACT shall be due within 8 (eight) days, calculated from the date of invoice. In the event of late payment, the real estate company shall be entitled to charge the customer statutory interest from the date of late payment until the date of payment of the invoice. The Customer shall be obliged to pay the default interest, the collection costs and the reminder costs as soon as the real estate company has sent the Customer a statement of these costs (without prejudice to the running of the default interest). The real estate company will allocate the payments in such a way that it will first cover the collection costs, then the reminder costs, then the default interest and finally the principal. In the case of a payment from abroad, the Principal shall bear the transaction costs. The Principal may also settle the invoice by set-off, assignment or transfer, subject to the consent of the real estate company.

7. REIMBURSEMENT OF COSTS
Unless otherwise expressly agreed by the parties in the CONTRACT, the real estate company reserves the right, in accordance with Article 848(2) of the Code of Obligations, to reimburse the actual costs incurred in connection with the provision of the brokerage services referred to in Article 3 of the General Terms and Conditions in the event that the CONTRACT is terminated before the expiry of the period for which it was concluded and in the event that the contract, the subject of which is the real estate, has not been concluded within the period of validity of the CONTRACT. The costs of the services actually rendered (e.g. transport costs, advertising costs, telephone costs, etc.) shall be charged at the prices set out in the price list in force from time to time and forming an integral part of these GT.

8.EXCLUSIVITY OF BROKERAGE
8.1. In the event that the Principal and a real estate company enter into an exclusive CONTRACT for a specific property, the Principal shall not, during the term of the Contract, enter into an intermediation contract with a competing real estate company in respect of the same property or advertise or sell the same property through any third party.
8.2. In the event that the Principal, despite the above, finds a third party with whom to conclude the contract which was the subject of the mediation, the real estate company shall be entitled to payment for the mediation. The payment shall be based on the transactions already carried out and shall be equal to one quarter of the commission agreed in the CONTRACT. However, if the third party is a member of the Principal's immediate family, the Principal shall be obliged to pay the full brokerage fee in accordance with Article 25(5) of the UNCITRAL Law.
8.3. The real estate company may, upon agreement with the Client, transfer the brokerage services to other real estate companies. In the event of a transfer of brokerage services to another real estate company, the Principal shall remain in a contractual relationship only with the real estate company with which it has concluded the brokerage contract, and the real estate company shall provide the Principal with a list of the real estate companies to which it is transferring the contract.

9. OBLIGATIONS OF THE PRINCIPAL
– The Principal must inform the real estate company in writing of any change in his interests (sale price, date of occupancy of the property, etc.) and of any change in the actual or legal status of the property, within eight days of the change.
– The CLIENT shall provide the real estate company with all available documentation relating to the real estate subject to the mediation (in particular proof of ownership, contracts, building permit and other documents) at the time of conclusion of the CONTRACT.
– The CLIENT may not encumber the property subject to the CONTRACT in any way after the conclusion of the CONTRACT.
– The Principal shall allow the Real Estate Company and the Agent to carry out inspections of the Property and shall not prevent inspections of the Property without reasonable grounds.
– The Principal guarantees the truthfulness, accuracy and completeness of the information or documentation provided and the Real Estate Company shall not be liable for any damage resulting from incorrect information, data or documents provided by the Principal to the Real Estate Company.
– In the event that the Principal also markets the Property on its own or with competing real estate companies, the Principal shall market the Property on the same terms and conditions as agreed in the CONTRACT.
– In the event that the Principal, either on his own or through a competing real estate company, finds a third party with whom he concludes a contract or pre-contract, the subject of which is the immovable property, the Principal shall immediately, and within eight days of the conclusion of such contract or pre-contract at the latest, notify the real estate company in writing and give it a copy of the contract.

10. UNFAIR PRACTICES BY THE PRINCIPAL
10.1. The Principal shall indemnify the Real Estate Company for any damage suffered by the Real Estate Company as a result of the Principal's breach of its obligations under the CONTRACT, the SAA or any applicable law.
10.2.  In particular, the following acts of the Principal shall be considered as serious breaches of the Agency Contract: 
– The Principal prevents the real estate company from conducting inspections of the property without justified reasons,
– the Principal breaches the exclusivity agreement of the CONTRACT,
– The Principal markets the property himself or with other real estate companies on more favourable terms than those agreed in the CONTRACT,
– The Principal fails to notify or fails to notify in time the real estate company of the conclusion of a contract or pre-contract, the subject of which is the immovable property, with a third party found by him or her, or fails to deliver or fails to deliver within the time limit a copy of the contract, the subject of which is the immovable property,
– the Principal, contrary to good faith and fair dealing, does not enter into negotiations for the conclusion of a contract or refuses without good reason to conclude a contract, the subject-matter of which is immovable property, with a third party contacted by the real estate company,
–  the Principal provides third parties with information and data of a confidential nature which are considered to be business secrets.

11. ENERGY PERFORMANCE CERTIFICATE
By signing the CONTRACT, the CLIENT acknowledges that the real estate company has informed the CLIENT of the provisions of the Energy Act relating to the Energy Performance Certificate, and in particular that the CLIENT has been made aware of the fact that:
– that the energy performance certificate must be provided by the owners of buildings or parts of buildings, at their own expense, for buildings or parts of buildings which are constructed, sold or rented for more than one year to a tenant who, prior to the rental, did not have a registered permanent or temporary residence in the building or part thereof;
– that the owner of the building or part thereof must present a valid energy performance certificate to the purchaser or tenant at the latest before the conclusion of the contract of sale or lease;
– when selling or renting out a building or a part thereof, the owner must ensure that the energy performance indicators of the building or a part thereof, as set out in the energy performance certificate, are indicated in the advertising;
– that penalties are laid down for the owner of the building or part thereof in the event of non-compliance with the obligations relating to the energy performance certificate..

12. PROTECTION OF THE INTERESTS OF THE CONTRACTING ENTITY AND THE THIRD PARTY
12.1. When providing real estate brokerage services, the real estate company shall inform the principal in an appropriate manner of all circumstances relevant to the realisation of the principal's interests.
12.2. A real estate company shall also adequately protect the interests of a third party which it has brought into contact with the principal for the purpose of negotiating a contract the subject of which is immovable property and shall act impartially, except where, by express agreement with the principal, it represents only the principal's interests.
Where a real estate company, by agreement with the principal or investor, represents exclusively the principal's interests in the mediation, it shall clearly and in writing indicate to the third party with whom it has put the principal in contact that it is acting as an agent and not as an intermediary.
12.3. Where a real estate company provides brokerage services to a principal who wishes to remain anonymous, the real estate company shall not be obliged to disclose the identity of the principal to any third party wishing to conclude a transaction with the principal until the conclusion of the contract whose subject matter is the real estate.

13. FIDUCIARY ACCOUNT
A real estate company may accept funds from the principal or a third party for safekeeping in connection with the performance of a contract the subject-matter of which is immovable property, provided that it has a contract with the bank for the maintenance of a fiduciary account and is authorised in writing to do so by the principal or the third party.

14. LIABILITY INSURANCE
The real estate company shall have professional indemnity insurance. The insurance shall cover liability for damage which may be incurred by the principal or a third party as a result of a breach of a contract for the brokerage of immovable property in the territory of the Republic of Slovenia. The name of the insurer, the policy number and the sum insured shall be specified in the CONTRACT.

15. OBLIGATIONS UNDER THE LAW ON THE PREVENTION OF MONEY LAUNDERING AND TERRORIST FINANCING
15.1. A non-asset management company is obliged under the AML/CFT Act to carry out a customer due diligence when entering into business relationships and transactions above the statutory amount and in other cases specified in the regulations, which includes:
- ascertaining and verifying the identity of the customer,
- determining the beneficial owner of the customer (in the case of legal persons)
- obtaining information on the purpose and intended nature of the business relationship or transaction and other information required by law,
– regular due diligence monitoring of the client's business activities with the real estate company.
15.2. The Principal acknowledges that the Real Estate Company, in order to fulfil its obligations under the preceding paragraph, has the right to obtain and verify (including by consulting a personal document) the following personal data:
- personal name,
– address of permanent or temporary residence,
- date and place of birth,
- tax number,
- number, type and name of the issuer of the official identity document.

16. PROTECTION, PROCESSING AND USE OF PERSONAL AND CONFIDENTIAL DATA
16.1. All information and data obtained by the Principal from the real estate company shall be confidential and shall be considered as a business secret, except for information and data which are publicly available.
16.2. In order to fulfil its obligations under the CONTRACT and the obligations imposed on the Real Estate Company by the Act on Prevention of Money Laundering and Terrorist Financing, the Real Estate Company may, in accordance with the regulations governing identity cards and travel documents, inspect and copy the data from the identity document (identity name, address of permanent or temporary residence, date and place of birth, tax number, and the type number and name of the issuer of the official identity document).
16.3. The Real Estate Company undertakes to protect all personal data in accordance with the regulations on the protection of personal data. All personal data will be used only for the purpose of concluding, performing, amending and terminating the brokerage contract and the contract whose subject is the real estate. For any use of personal data for other purposes, the real estate company will obtain the prior written consent of the Principal.

17. DURATION AND TERMINATION OF THE CONTRACT
17.1. The CONTRACT is concluded for a fixed term of nine months.
17.2. The CLIENT and the REAL ESTATE COMPANY may, during the term of the CONTRACT, terminate the CONTRACT by written declaration, provided that this is not contrary to good faith and fair dealing. In the event that the CLIENT terminates the CONTRACT during the term of the CONTRACT, the CLIENT shall be obliged to pay the real estate company the full agreed commission, unless the CLIENT has terminated the CONTRACT due to force majeure or due to objective reasons preventing the CLIENT from executing the transaction which is the subject of the CONTRACT and which occurred after the conclusion of the CONTRACT.
17.3. The CLIENT shall be deemed to have terminated the CONTRACT if it does not wish, without good reason, to enter into a contract with a third party who has been contacted by the real estate company and who is willing to accept all of the CLIENT's terms and conditions for the conclusion of the contract which have been set out in the CONTRACT.
17.4. In the event that the CONTRACT is terminated by the REAL ESTATE COMPANY during the term of the CONTRACT, the REAL ESTATE COMPANY shall be obliged to hand over to the CLIENT all documents and other things delivered by the CLIENT to the REAL ESTATE COMPANY.
17.5.In the event that the CLIENT terminates the CONTRACT for justified reasons, the CLIENT shall be obliged to pay all costs incurred.

18. DISPUTE RESOLUTION
18.1.  Any disputes arising out of or in connection with this CONTRACT shall be settled amicably between the Parties. If an amicable settlement is not possible, the court in Nova Gorica shall have jurisdiction

19. VALIDITY OF THE GENERAL TERMS AND CONDITIONS
These GTC shall be valid from 1.10.2018 until revoked and shall apply to CONTRACTS concluded from that date onwards which expressly refer to these GTC, unless otherwise agreed in writing by the Parties. The General Terms and Conditions in force from time to time shall be published in a prominent place in the premises of the Real Estate Company.

Solkan, 1.10.2018 Solterra, nepremičnine, d.o.o.

 
ANNEX TO THE GT
PRICE LIST FOR REAL ESTATE BROKERAGE SERVICES.

– first inspection and inventory of the property and inspection of the actual condition (for distances over 15 km, a mileage charge will apply): EUR 50

– Customer viewings - 3rd person view of the property (for distances over 15km, an additional mileage charge applies): EUR 25

– Informative market value assessment: EUR 60

– Consultation with the client, review of documentation, informing the client of the legal and/or factual situation of the property (written or verbal), participation in negotiations and acceptance of the property, all other services or transactions not covered by other items in this description: EUR 30 for each half hour commenced;

– preparation and placement of newspaper, internet or other advertisements for the property: EUR 30 per advertisement for each medium;

– obtaining a land registry extract, location information or certificate of intended use: EUR 25 per document;

– inspection of documents: EUR 10 for each document inspected

– obtaining a file copy, documents from a court or administrative authority, other judicial, administrative or other documents or certificates from public or other records: EUR 45 per document;

– the drawing up of a pre-contractual agreement relating to immovable property in respect of which the real estate company or agent has provided a brokerage service: EUR 150;

– drafting of the contract of sale which is the subject of the brokerage: 0,5 % of the contract price, with a minimum price of EUR 400;

– drafting of a rental or lease contract: EUR 120;

– drafting and execution of other contracts (gift, partition, exchange, easement, recognition of ownership, etc.): EUR 180

– record of the delivery of the property: EUR 10

– storage of deeds: EUR 25 for each month of storage of each deed (contract);

– travel expenses: EUR 0,37/km;

– subsistence allowances: according to the Regulation on the tax treatment of reimbursements of expenses and other income from employment

– administrative and court fees, notary's fees, lawyer's fees, advertising fees, and all other costs shall be charged at actual cost."

For services not listed in this Price List, prices are subject to a separate agreement with the Customer or the selected contractor.

VAT at the rate of 22% is not included in the price of services and is charged separately.

The price list is valid from 1.10.2018. SolTerra, Real Estate, d.o.o.