I. SUBJECT
1. FIRST ESTATES LTD., hereinafter referred to as “THE AGENCY”, shall perform intermediary estate agent activities related to sale and purchase, lease and rent of real estate, and, under these TERMS AND CONDITIONS, contracts AGREEMENTS FOR ESTATE AGENT INTERMEDIARY SERVICES, in its capacity as an estate agent, with Clients (also referred to as Contracting Authorities).
2. Contact address of FIRST ESTATES LTD. is: 1000 Sofia, 27 Moskovska Str., Entr. A, Fl. 1,
E-mail: office@first.bg, Phone: 070015151
3. These Terms and Conditions, in full or in part, shall apply whenever and in all instances when between THE AGENCY and an individual and/or legal entity (called Client or Contracting Authority) a contact has been established for the purpose of provision of information related to demand and supply of real estate (either for sale or rent) or conditions are negotiated on signing an Agreement for Estate Agent Intermediary Services for completion of a real estate deal, or whenever a signed Agreement for Estate Agent Intermediary Services is in force.
II. TERMINOLOGY
4. The meaning of the terms and definitions used and listed below in the Terms and Conditions, in the Agreements for Estate Agent Intermediary Services signed with THE CONTRACTING AUTHORITIES (CLIENTS) of the AGENCY and in other documents utilized by the AGENCY for the purpose of providing intermediary services in real estate deals, is as follows:
4.1. “Deal” shall mean to sign, through the intermediary services of the AGENCY, a preliminary and/or final agreement for the sale or purchase of real estate or Agreement for Leasing of Real Estate between two parties where one or both of the parties is/are (a) client(s) of the AGENCY. To avoid any doubts and differences in interpretation, a deal shall mean also the property rights transfer of a real estate(s) to a third-party and/or to a CLIENT OF THE AGENCY, to a third-party and/or to a CLIENT, with the assistance of the estate agent services of the AGENCY, as a real estate or its/their contribution in kind to the equity capital of a legal entity owned or controlled by a third party and/or a CLIENT; the transfer of direct or indirect control over the real estate(s) or their proprietor to a third-party and/or a CLIENT; the attraction of a third-party and/or a CLIENT as an investor in the real estate(s) or in the enterprise that is a proprietor or in individuals who control them, including through direct financing, contribution in kind, investment in the equity capital, loan provided by the shareholders, covering or securing of a bank loan, or any other kind of investment or joint activity in regard to the real estate(s), etc.
4.2. “Real Estate” shall mean the immovable property that is described in the Agreement for Estate Agent Intermediary Services, described in Record of Property Review organized by THE AGENCY and/or real estate for which the CLIENT had received information from the AGENCY.
4.3. “Client” of the AGENCY, also referred to as “CONTRACTING AUTHORITY”, shall mean an individual or a legal entity who receives information by the AGENCY related to supply and demand of immovable property in relation to the estate agent activities of the AGENCY and/or is bound under an Agreement for Estate Agent Intermediary Services with the AGENCY. “CLIENT OF THE AGENCY” is any individual or legal entity, stated in a Record of Property Review, or an affiliated party who had attended a review of a real estate organized by the Agency and/or had received information by the Agency. The Client of the Agency might have not entered into Agreement for Estate Agent Intermediary Services, might have not written but verbal Agreement for Estate Agent Intermediary Services, and might have be client of a third-party estate agent with whom the AGENCY is in business relationship.
4.4. “Cost asked by the Client of the Agency” shall be the amount stipulated in the Agreement for Estate Agent Intermediary Services, in the Appendices to the Agreement for Estate Agent Intermediary Services, in correspondence through e-mail, fax and/or filed in print at the registered office of the Agency, as in Record of property review and, in order to avoid misinterpretation, the Cost asked by the Client of the Agency shall be the cost, which most recently had been made known to the Agency through one of the means listed above.
4.5. “Sale Cost of a Real Estate” shall be the amount stated in the Preliminary Sale Agreement and, should such an agreement is not in place, the amount stipulated in the final real estate sale agreement.
4.6. “Rent Cost of a Real Estate” shall be the amount that establishes the average monthly rent for the real estate, in accordance with the Lease Agreement and its term.
4.7. “Agreement for Estate Agent Intermediary Services” and/or “Request” shall mean the Agreement under which the clients contract to the AGENCY and the AGENCY accepts to provide intermediary estate agent services for conclusion of a real estate deal, in exchange for payment of fee for estate agent intermediary services (also called “Commission fee”).
4.8. “Review” shall mean a visit, organized by the AGENCY upon a request by a Client, at the premises of a real estate, for which real estate the client had received information in advance by the AGENCY, which visit is performed for the purpose of getting firsthand impression of the real estate's properties and condition due to client’s intention to conclude a deal for this real estate.
4.9. “Record of Property Review” (either in singular or plural form) shall be a private document that certifies circumstances described in it as the date and time of the inspection of the property, cost asked by the client of the agency, etc.
4.10. “Estate Agent Fee” (or Commission Fee) shall be the fee for the services provided by the AGENCY, contracted under the terms of the Agreement for Estate Agent Intermediary Services.
4.11. “Usual Estate Agent Fee” of the AGENCY shall be equal to:
4.11.1. 3% (three percent) without VAT of the sale price without VAT, but not less than EUR 1000 (one thousand Euro) without VAT - in case of sale deals;
4.11.2. One average monthly rent without VAT but not less than EUR 500 (five hundred euro) without VAT - in case of lease deals with rentals of residential properties;
4.11.3. Half average monthly rent without VAT but not less than EUR 300 (three hundred euro) without VAT - in case of lease deals with rentals of residential properties, with exclusivity contract;
.4.11.4 One average monthly rent without VAT, but not less than EUR 800 (eight hundred euro) without VAT - in case of lease deals with rentals of commercial and office spaces.
4.12. “Minimum Expenditures” for performance of Agreement for Estate Agent Intermediary Services shall be 30% (thirty percent), VAT excluded, of the amount of the agreed payment under this agreement or of the Usual Estate Agent Fee.
III. SIGNING OF AGREEMENTS FOR ESTATE AGENT INTERMEDIARY SERVICES
5. A CLIENT of the AGENCY who had signed an Agreement for Estate Agent Intermediary Services for sale of real estate shall declare proprietorship in right of the real property and shall declare the Client acts in agreement with the rest of the proprietors (or, if not proprietor, shall declare the Client has valid rights to conclude the contract and is dully authorized), shall declare that all other proprietors agree with the sale of the real estate, that the documents required for the sale of the real estate are available, as well as that the real estate is not burdened with liabilities (mortgages, foreclosures, claims, settled real property rights, etc.) except for those which are explicitly stated in the agreement, and shall declare that no objective obstacles for the sale of the real property are in place.
6. Should an agreement for estate agent intermediary services comprises more than one contracting authority, they shall be jointly and equally obliged under this agreement.
7. The AGENCY and the CLIENTS might sign Agreements for Estate Agent Intermediary Services between themselves, as well as to conclude agreements, appendices, and other documents related to the performance of intermediary activity, remotely, by using e-mail, fax, postal or courier service.
IV. DENIAL OR TERMINATION OF AGREEMENT FOR ESTATE AGENT INTERMEDIARY SERVICES BY THE AGENCY
8. The AGENCY shall be able to deny the signing of Agreements for Estate Agent Intermediary Services or to terminate unilaterally such an agreement, through written notification to the CONTRACTING AUTHORITY(IES), in the following cases:
8.1. If the requirements and/or conditions specified by the Contracting Authority do not comply with the agreed terms, in accordance with these “Terms and Conditions”;
8.2. If the requirements and/or conditions specified by the Contracting Authority do not comply with the market conditions and/or do not comply with the good manners;
8.3. If the Contracting Authority had demonstrated improper or disrespectful attitude toward the AGENCY or toward employee(s) of the AGENCY.
V. EXCLUSIVITY
9. In case of agreed exclusive rights to estate agent services (Exclusivity or Exclusive Right-To-Sell) for sale of a real estate, the CLIENT of the AGENCY shall bear the obligation not to offer the real estate for sale, not to sell the Client’s real estate on Client’s own, through a third party or another intermediary, as well as not to perform premises reviews which are not attended by a representative of the AGENCY. Should a preliminary agreement for the real estate is concluded or the real estate is sold through a final agreement during the term of the signed Agreement for Estate Agent Intermediary Services containing an exclusivity clause in favor of the AGENCY, due to the nature of the exclusive rights, it shall be considered that the real estate had been sold by the means of the intermediary service of the AGENCY, enjoying all the rights, obligations, duties and consequences attaching thereto.
10. In case of agreed exclusive rights to estate agent services (Exclusivity or Exclusive Right-To-Sell) for lease of a real estate, the CLIENT of the AGENCY shall bear the major obligation not to offer and/or lease the real estate on CLIENT’S own, through a third party or another intermediary, as well as not to perform premises reviews in the real estate which are not attended by a representative of the AGENCY, if the real estate is leased during the term of the signed Agreement for Estate Agent Intermediary Services containing an exclusivity clause in favor of the AGENCY, due to the nature of the exclusive rights, it shall be considered that the real estate had been leased by the means of the intermediary service of the AGENCY, enjoying all the rights, obligations, duties and consequences attaching thereto.
VI. PERFORMANCE OF REVIEW OF PREMISES
11. The AGENCY shall organize and perform reviews of premises of real estate with clients when Agreement(s) for Estate Agent Intermediary Services is(are) in force. Record(s) of Property Review shall be drafted for the performance of the premises reviews organized by the Agency. The Record of Property Review is inseparable part of the Agreement for Estate Agent Intermediary Services and documents the following actual relationships and conditions that have significant impact on performing the subject of the Agreement for Estate Agent Intermediary Services.
11.1. By signing the Record of Property Review, the Agency’s client under an Agreement for Estate Agent Intermediary Services for purchase or rent of a real estate certifies that the real estate(s), which is(are) subject of the review, had been proposed to the client, had been demonstrated to the client, that the AGENCY had informed the client about the real estate.
11.2. By signing the Record of Property Review, the Client of the AGENCY under an Agreement for Estate Agent Intermediary Services for sale or lease of a real estate certifies that the prospective purchaser(s) and/or lessee(s), who had been accompanied to review the client's real estate, are provided by the AGENCY in their capacity of client(s) by the means of the intermediary service of the AGENCY.
12. The Record(s) of Property Review are made in one original copy, which is retained by the AGENCY, and two copies that are completely identical with the original, one for each of the CLIENTS.
13. When CLIENT(S) of the AGENCY, either under an Agreement for Estate Agent Intermediary Services for sale or lease of a real estate or under an Agreement for Estate Agent Intermediary Services for purchase or rent of a real estate do(es) not attend the review of the premises in person but authorize(s) in verbal or in written a third party to represent the CLIENT(S) during the premises review, then the third party authorized by the CLIENT of the AGENCY shall undersign the Record of Property Review, in verbal or written, and the CLIENT shall accept that the third party had acted as if the CLIENT had been present in person.
14. In filling a Record of Property Review, the description of the name (description) and/or the address of the real estate, subject of review, may differ from the name and address entered into the property deed due to the fact that the current billing address of the real estate had been changed while the property deed contains the old address because of the fact that according to official documents the real estate has different status compared to the actual status, a different description of the real estate is possible due to non-submission and/or lack of valid property deeds during the signing of an Agreement for Estate Agent Intermediary Services or during the review of the premises, and another reason is that the Employee of the AGENCY had been mislead in regard to the current properties of the real estate that are required for its correct individualization.
VII. CONCLUSION OF REAL ESTATE DEALS
15. In its capacity of an estate agent in real estate deals, the AGENCY shall take part in the conclusion of the preliminary sale agreement or a lease agreement.
16. The preliminary agreement or the lease agreement shall be drafted in the respective number of identical copies, one of which is for the AGENCY.
17. The AGENCY shall bear the obligation to assist the parties in finding mutually beneficial solutions in case of disputes and to smooth over differences; the AGENCY shall not guarantee the performance of the obligations of the parties under the signed agreements and shall not bear responsibility for breach of agreed obligations.
VIII. ESTATE AGENT FEES
18. The CLIENT of the AGENCY shall be obliged a fee in accordance with the provisions stipulated in the Agreement for Estate Agent Intermediary Services. Should the CLIENT deny the service provided by the AGENCY and guaranteed under the agreement, this act shall not result in reduction or non-payment of the fee specified in the agreement, and this fee is due because of the very fact that the parties under the deal are duty-bound.
19. The amount, term, and payment methods of the Estate Agent Service Fee shall be determined in accordance with the signed agreement for estate agent intermediary services.
20. The CLIENT who is seller or lessor of a real estate shall be obliged the fee stipulated in the Agreement for Estate Agent Intermediary Services also in the following cases:
20.1. Following the termination of the Agreement for Estate Agent Intermediary Services, the CLIENT had concluded a deal with a client provided by the AGENCY.
20.2. The real estate is co-owned, regardless of the fact that the other proprietors are not parties under the Agreement for Estate Agent Intermediary Services. In this respect, the Contracting Authority under the Agreement for Estate Agent Intermediary Services shall be obliged the entire amount of the agreed fee, regardless of the Contracting Authority’s quota in the real estate’s property rights.
20.3. Had concluded a deal for the real estate with a third party that is affiliated with a client of the Agency, according to Art. 1, Para. 1 of the Commerce Act, or a party with which the Client is in close, amicable or work relationship, or a party to whom the Client is debtor or creditor, or an individual who accompanied the Client during the reviews of premises, or a party who had requested from the AGENCY and had received, on behalf of the Client, information about the real estate in regard to the conclusion of an estate agent intermediary deal.
20.4. Had concluded another kind of deal with a client of the agency or a third party affiliated with the client, according to these Terms and Conditions, which deal affects the real rights on the immovable property (exchange, donation, granting or sale of construction rights, or establishment of property right of use, sale to a sole proprietor or an enterprise in which the Provided Real Estate is equity, etc.), or conclude a deal with a client for another of client's real estates (or a real estate that is property of an affiliated party), located in the same building as the real estate that is subject of the agreement.
21. THE CLIENT who is purchaser or lessee shall be obliged the fee stipulated in the Agreement for Estate Agent Intermediary Services also in the following cases:
21.1. Following the termination of the Agreement for Estate Agent Intermediary Services, the CLIENT had concluded a deal for a real estate that had been subject of Record of Property Review.
21.2. Had concluded a deal for a real estate under Art. 21.1 through an affiliated party, according to Art. 1, Para. 1 of the Commerce Act, or through an affiliated party, according to these Terms and Conditions, namely: A third party, acting in benefit of the Client, or a party in whose benefit is acting the Client, or a party with which the Client is in close, friendly or work relationship, or a party to whom the Client is debtor or creditor, or an individual who accompanied the Client during the reviews of premises, or a party who had requested from the AGENCY and had received, on behalf of the Client, information about the real estate in regard to the conclusion of an estate agent intermediary deal.
21.3. Had concluded another kind of deal, in person or through an affiliated party, according to these Terms and Conditions, which deal affects the real rights on the immovable property, in accordance with Art. 21.1, such as exchange, donation, granting or sale of construction rights, or establishment of property right of use, sale to a sole proprietor or an enterprise in which the Provided Real Estate is equity, etc.
22. Due to the relationships agreed between the parties, according to these Terms and Conditions, when exclusive rights-to-sell have been agreed for the conclusion of a real estate deal, the Contracting Authority shall be obliged the agreed fee if during the term of the agreement for estate agent intermediary services had concluded a deal under the subject of this agreement, and no verification shall be required that the deal had been concluded by the means of the intermediary services of the AGENCY.
23. THE CONTRACTING AUTHORITY under an Agreement for Estate Agent Intermediary Services shall be obliged additional fee, subject to agreement, should it commission to the CONTRACTOR activities related to repair works and maintenance of the real estate, provision of documents and copies of documents, provision of property deeds, representation, and other similar activities.
24. In all instances where the amount of the fee due cannot be determined or verified through the means of a written agreement for estate agent intermediary services, it shall be considered that the Agreement for Estate Agent Intermediary Services is verbal, and the usual fee of the AGENCY for such kind of intermediary deals shall be considered as fee due.
25. In all instances where the due date of the estate agent fee due cannot be determined or verified through the means of a written agreement for estate agent intermediary services, it shall be considered that the due date of the fee is as follows:
25.1. In deals for sale or purchase of real estate: On the date of the signing of the preliminary sale agreement, and if no such agreement is concluded, on the date of signing of a final agreement for sale and purchase of the real estate, before the registration of the same.
25.2. In deals for lease and rent of real estate: On the date of signing the Lease Agreement.
26. The AGENCY shall have the right to contract with clients fees that are different from the usual commission fees, and to contract different fee amounts depending on the real estate type, the market conditions, the factual and legal complexity of the deal, as well as to work pro bono in selected deals, due to corporate and market condition reasons, when this is explicitly stated into the information for the real estates offered or is agreed with the client.
IX. OBLIGATIONS
27. Should the CONTRACTING AUTHORITY fail to fulfill promised deal or should it cease the Agreement for Estate Agent Intermediary Services, depending on the stage of fulfillment of the obligations of the Agency, it is entitled to claim or the minimum expenditures or the usual estate agent fee for their work.
28. Should the CONTRACTING AUTHORITY fail to fulfill its obligations under the paragraph for provision of exclusive rights under a signed agreement for estate agent intermediary services or terminate the Agreement before the agreed term, an INDEMNIFICATION equal to 50% of the agreed estate agent fee shall be due to the AGENCY, regardless of the other consequences originating from this breach.
29. Should the CONTRACTING AUTHORITY delay the payment of a fee and/or an indemnification under an agreement for estate agent intermediary services, the Contracting Authority shall be obliged interest rate on the principal equal to 0.5% for every day of delay, but not greater than 15% of the total amount of the fee.
30. Should the CONTRACTING AUTHORITY had concluded a deal with a client or a real estate that is subject of an Agreement for Estate Agent Intermediary Services, under Agreement for Estate Agent Intermediary Services, without the AGENCY had been made aware of the deal, or had delayed the payment of the fee under an agreement for estate agent intermediary services for more than 30 days after the due date, or had refused to pay the agreed fee, or had paid only a portion of this fee, the AGENCY shall have the right to request payment of the agreed estate agent fee along with indemnification equal to 50% of the principal.
X. PERSONAL DATA PROTECTION
31. The AGENCY collects, proceeds and provides information in its capacity of an administrator of personal data registered under No. 401858 with the Electronic Registry at the Commission for Personal Data Protection.
XI. DISPUTES. APPLICABLE LEGISLATION
32. Any disputes arising during the performance of Agreements for Estate Agent Intermediary Services and/or the Terms and Conditions, including disputes in regard to the interpretation of the agreements and the Terms and Conditions, their unenforceability, breach or termination, as well as disputes in regard to amending omissions in the Agreements for Estate Agent Intermediary Services, or in regard to documents related to the activity of FIRST ESTATES and/or these Terms and Conditions or their amendment to comply with new conditions shall be mutually agreed between the parties, or if this is impossible, shall be filed with the Arbitration Court Sofia at the Association „Legal assistance and mediation” in accordance with its rules for proceedings.
XII. FINAL PROVISIONS
33. These Terms and Conditions are approved by the CEO of FIRST ESTATES LTD. and are announced on the web page of the AGENCY, on address: www.first.bg
34. All amendments and/or supplements to the Terms and Conditions shall be announced in accordance with the preceding item.
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