Terms and Conditions Buyer Pro

Chapter 1. General

Article 1. Definitions

In these terms, capitalised words have the following meaning:

1. Agreement: the agreement between you and Roofmatch about the Service, as set out in the Engagement Letter.
2. Business Customer: a natural person or legal entity acting for their trade or business.
3. Consumer: a natural person not acting for their trade or business.
4. Customer, you, your: the Consumer or Business Customer who enters into an Agreement with Roofmatch.
5. Engagement Letter: the written agreement for the Service signed by you and Roofmatch.
6. Fee: the amount you pay Roofmatch, such as the start fee and the success fee.
7. In Writing: by letter, email, WhatsApp or another message you can keep.
8. Roofmatch, we, us, our: Roofmatch International B.V., registered with the Dutch Chamber of Commerce under number 99438836.
9. Service: Buyer Pro or Buyer Pro+, Roofmatch's guidance in buying a home.

Article 2. Applicability and order of precedence

1. These terms apply to every offer from Roofmatch for the Service, every Agreement and its performance, including where Roofmatch engages third parties.
2. Your own general terms, or those of others, do not apply.
3. If the Engagement Letter and these terms conflict, the Engagement Letter prevails.
4. Deviations from these terms are only valid if you and Roofmatch agree on them In Writing.
5. If a provision is void or annulled, the other provisions remain in force. You and Roofmatch will then agree on a valid provision that comes as close as possible to the original intention.
6. Where these terms do not provide for something, the Agreement is interpreted according to reasonableness and fairness.

Article 3. Offers and formation of the Agreement

1. An offer from Roofmatch is without obligation, unless it states a period for acceptance. In that case, the offer lapses after that period.
2. Roofmatch is not bound by an obvious mistake or typo in an offer.
3. The Agreement is formed as soon as you and Roofmatch have signed the Engagement Letter.
4. An offer does not automatically apply to future Agreements.
5. Roofmatch may refuse an application, for example if you do not meet the requirements for the Service.

Article 4. Term and cancellation

1. The Agreement runs until success, or until you or Roofmatch cancels it. The guarantee period is set out in Article 28.
2. You can always cancel the Agreement In Writing by email to mail@roofmatch.com, see Article 25. Roofmatch confirms your cancellation In Writing.
3. What cancelling means for the start fee and the success fee is set out in Article 29.

Article 5. Changes to the Agreement

1. If it turns out during performance that the Agreement needs to be changed or supplemented, Roofmatch will let you know as soon as possible, including any financial consequences. You and Roofmatch will then adjust the Agreement by mutual consultation.
2. If the change is due to something attributable to Roofmatch, Roofmatch will not charge extra for it.
3. A change only applies once you and Roofmatch have accepted it In Writing.

Article 6. Fees and prices

1. Prices for Consumers are in euros and include VAT. Prices for Business Customers are in euros and exclude VAT, unless stated otherwise.
2. The Fees are set out in the Engagement Letter. Roofmatch's travel, parking and shipping costs are included, unless stated otherwise.
3. Third-party costs are not included. Examples are the costs of a mortgage adviser, valuer, building surveyor or notary, and transfer tax.
4. Roofmatch may change its rates for new Agreements at any time. A fixed Fee in an Engagement Letter does not change during the assignment.

Article 7. Right of withdrawal

This article applies to Consumers only.

1. If you enter into the Agreement at a distance, for example with a digital signature, you may withdraw from it within 14 days of entering into it, without giving a reason.
2. You withdraw using the model withdrawal form or with another clear statement by email to mail@roofmatch.com. Roofmatch confirms your withdrawal by email straight away.
3. You can expressly ask Roofmatch in the Engagement Letter to start within the withdrawal period. Your right of withdrawal then remains until Roofmatch has fully performed the Service with your consent. What you get back on withdrawal is set out in Article 29.
4. Roofmatch refunds what you are owed within 14 days of your withdrawal, using the same payment method you used.

Article 8. Performance of the Service

1. Roofmatch performs the Service to the best of its ability and in line with good professional practice. Roofmatch has an obligation of effort, not an obligation of result.
2. Roofmatch may have work carried out by third parties, such as independent buyer's agents it works with. Roofmatch then remains your point of contact and remains responsible for the performance.
3. If you are a Business Customer, Articles 7:404, 7:407(2) and 7:409 of the Dutch Civil Code do not apply.
4. You provide Roofmatch in good time with all information and documents needed for the performance. You are responsible for their accuracy and completeness, and you let Roofmatch know straight away if anything changes.
5. If necessary information is missing, Roofmatch may postpone performance until you have provided it.
6. Deadlines given by Roofmatch are indicative and not strict deadlines. If Roofmatch misses a deadline, you give Roofmatch a reasonable period In Writing to still perform.
7. Roofmatch may transfer the Agreement to another company that continues the Service, for example in a merger or acquisition. Roofmatch will inform you of this In Writing in advance. You may then terminate the Agreement free of charge.

Article 9. Payment

1. You pay the start fee at the start of the assignment and the success fee on success, see Article 28.
2. You pay an invoice within 14 days of the invoice date, unless the invoice states a different term.
3. If you are a Business Customer, you may not suspend a payment or set it off against a claim on Roofmatch. An objection to the amount of an invoice does not suspend your payment either.
4. A payment is first applied to interest and costs due, and then to the oldest outstanding invoice.
5. If you go bankrupt, apply for a suspension of payments, enter a debt restructuring scheme or have your assets attached, all amounts you owe Roofmatch become due immediately.

Article 10. Late payment

1. If you are a Consumer and do not pay on time, Roofmatch will first send you a free reminder with a payment term of 14 days. If you still do not pay, you are in default. You then owe the statutory interest and the extrajudicial collection costs under the Dutch Extrajudicial Collection Costs Decree (Besluit vergoeding voor buitengerechtelijke incassokosten).
2. If you are a Business Customer and do not pay on time, you are in default immediately. You then owe interest of 2% per month, or the statutory commercial interest if higher, and extrajudicial collection costs of 15% of the outstanding amount, with a minimum of € 250.

Article 11. Suspension and termination

1. If you fail to meet an obligation, Roofmatch may suspend its own obligations, to the extent your failure justifies this.
2. Roofmatch may terminate (ontbinden) the Agreement In Writing and without court intervention if:you fail to meet an obligation and do not remedy it within a reasonable period that Roofmatch gives you In Writing, unless remedy is no longer possible;you go bankrupt, apply for a suspension of payments, enter a debt restructuring scheme, or are placed under administration or guardianship;circumstances make performance impossible, or change so fundamentally that Roofmatch cannot reasonably be expected to continue the Agreement unchanged.
3. If Roofmatch terminates because you fail to perform, outstanding amounts become due immediately and Roofmatch may claim damages.

Article 12. Force majeure

1. Roofmatch is not liable if it cannot meet an obligation due to force majeure. Force majeure is any cause beyond Roofmatch's control, such as widespread internet or telecom outages, cyberattacks, fire, natural disasters, war, epidemics, strikes and government measures.
2. During force majeure, you and Roofmatch may suspend your obligations. If force majeure lasts longer than 3 months, you and Roofmatch may terminate the Agreement In Writing, without either of you owing damages.
3. If Roofmatch had already met part of its obligations before the force majeure, and that part has value in itself, Roofmatch may invoice that part.
4. This article applies in the same way to force majeure on your side.

Article 13. Liability

1. Roofmatch is only liable for direct damage resulting from an attributable failure in the performance of the Agreement. If you are a Business Customer, Roofmatch is only liable in the event of intent or deliberate recklessness on the part of Roofmatch. Direct damage means only:material damage to your property;reasonable costs of establishing the cause and extent of the damage;reasonable costs of preventing or limiting damage, to the extent you show that these costs limited the direct damage;reasonable costs of obtaining payment out of court, as referred to in Article 6:96(2)(c) of the Dutch Civil Code.
2. Roofmatch is not liable for indirect damage, such as consequential loss, lost profits, lost savings or non-material damage. Nor for damage caused by incorrect or incomplete information you provided, unless Roofmatch should have noticed this, or for loss of or damage to data or documents. Nor is Roofmatch liable for the purchase price you agree, or for the later value of a home.
3. If Roofmatch is liable, its liability is limited to the amount of Fees you paid Roofmatch for the Agreement.
4. The limitations in paragraphs 2 and 3 do not apply in the event of intent or deliberate recklessness on the part of Roofmatch.
5. Report any damage for which Roofmatch may be liable to Roofmatch In Writing as soon as possible after you discover it.

Article 14. Indemnity and limitation period

1. If you are a Business Customer and a third party suffers damage due to something attributable to you, such as incorrect information you provided or your conduct towards a seller or agent, you indemnify Roofmatch against claims by that third party.
2. If you are a Business Customer, any claim against Roofmatch and against third parties engaged by Roofmatch lapses after 1 year. If you are a Consumer, the statutory limitation periods apply.

Article 15. Complaints

1. If you have a complaint about the Service, report it In Writing to mail@roofmatch.com as soon as possible, with a clear description.
2. Roofmatch treats your complaint confidentially and aims to resolve it within one month. If that is not possible, Roofmatch will tell you within that month when you can expect a response.
3. If you and Roofmatch cannot resolve the matter together, you can bring the dispute before the court in accordance with Article 19.

Article 16. Intellectual property

1. All rights to the analyses, valuations, documents and software that Roofmatch uses or prepares for you remain with Roofmatch or its licensors.
2. You may use what Roofmatch prepares for you for your own purchase, not for others or commercially.
3. Roofmatch may use knowledge it gains during performance for other purposes, provided it does not share confidential information about you with third parties.

Article 17. Personal data

1. Roofmatch processes your personal data in accordance with the General Data Protection Regulation (GDPR). Which data Roofmatch processes, who it shares it with, how long it keeps it and what rights you have are set out in the privacy policy on roofmatch.com.
2. If Roofmatch needs your consent for any processing, it asks for it separately. Agreeing to these terms does not count as that consent.

Article 18. Changes to these terms

1. Roofmatch may change these terms. Roofmatch announces a change by email at least 30 days before it takes effect.
2. For a running Agreement, a change only applies if it is not to your disadvantage. A signed Engagement Letter and the fixed Fees in it do not change.

Article 19. Governing law and disputes

1. All Agreements are governed by Dutch law. If you are a Consumer living in another country of the European Union, you keep the protection of the mandatory rules of that country.
2. Disputes are submitted to the competent court in the district where Roofmatch is located. If you are a Consumer, you may choose the court that has jurisdiction under the law within one month after Roofmatch has invoked this paragraph In Writing.

Chapter 2. Buyer Pro and Buyer Pro+

Article 20. Engagement Letter and who Roofmatch works for

1. You take out Buyer Pro or Buyer Pro+ by signing an Engagement Letter. It sets out your package, the Fees, what Roofmatch does for you and the power of attorney.
2. Roofmatch works exclusively for you. Roofmatch never also acts for the seller of a home for which it is guiding you, and receives no fee from the seller for that home.
3. You get one dedicated agent as your point of contact. Roofmatch may replace that agent with another agent if necessary, for example due to illness or departure. Roofmatch will let you know straight away.

Article 21. What Roofmatch does and what you do

1. Exactly what Roofmatch does for you is set out in the Engagement Letter. Where included in your package, Roofmatch schedules building surveys, valuations, notary appointments and the final inspection.
2. You schedule and attend viewings yourself. Roofmatch does not attend viewings.
3. Roofmatch calculates the value of a home using data and AI. Your agent assesses that result and discusses the bidding strategy with you. This valuation is not a formal valuation report.
4. Roofmatch only makes an offer after your prior consent In Writing, for example by email or WhatsApp. You decide the amount of the offer and its conditions.
5. You arrange your own financing, such as a mortgage. Roofmatch can refer you to a mortgage adviser, but does not give mortgage advice itself.
6. You make sure you are available on time and give clear instructions. Missed appointments or late cancellations may lead to restrictions under Article 23.
7. Where agreed and permitted by law, Roofmatch may attend surveys and notary appointments. Decisions and signatures remain yours.

Article 22. Power of attorney

1. To the extent needed to perform the Service, you give Roofmatch a written power of attorney to communicate on your behalf with sellers, their agents, notaries, valuers, building surveyors, mortgage advisers and other parties involved. This includes making offers after your prior consent In Writing, requesting documents and confirming appointments.
2. The scope and conditions of the power of attorney are set out in the Engagement Letter or in a separate power of attorney document. These form part of the Agreement.
3. The power of attorney never gives Roofmatch the right to sign a purchase agreement or notarial deed on your behalf, to make payments or to enter into financial obligations.
4. If Roofmatch acts within the limits of the power of attorney and in line with your instructions, it is not liable for the consequences, unless there is intent or deliberate recklessness on the part of Roofmatch.

Article 23. Fair use

1. Services offered as unlimited, such as valuations, offers and negotiations, are subject to reasonable use.
2. Unreasonable use includes:an excessive number of valuation or offer requests in a short time;repeatedly not showing up for appointments or cancelling them late;excessive or inappropriate communication with third parties.
3. Roofmatch will first warn you In Writing. If the unreasonable use continues, Roofmatch may temporarily restrict the Service or terminate the Agreement.

Article 24. Your cooperation and termination for misconduct

1. You actively cooperate in the performance. You provide documents on time, are available for consultation, respond quickly and give clear instructions. You also make sure your search criteria are realistic and your budget fits your financial situation.
2. Roofmatch may terminate the Agreement immediately if you:repeatedly do not respond or respond too late;cancel appointments without valid reason or do not show up;knowingly provide incorrect or incomplete information;behave improperly or disrespectfully towards Roofmatch staff, sellers, agents or other third parties.
3. Roofmatch will first warn you In Writing, except in a serious case.
4. If Roofmatch terminates the Agreement for a reason in paragraph 2, you do not get the start fee back. The success fee is not due, except in the cases of the follow-on clause (Article 30).
5. If you are a Business Customer and knowingly provide incorrect information that causes Roofmatch or a third party damage, you are liable for that damage.

Article 25. No exclusivity and cancellation

1. Roofmatch does not ask for exclusivity. You may also look for a home yourself or through others. The follow-on clause in Article 30 does continue to apply.
2. You can cancel the Agreement at any time by email to mail@roofmatch.com. The cancellation takes effect on the day Roofmatch receives your email. What this means for the start fee and the success fee is set out in Article 29.
3. Roofmatch can only cancel the Agreement for a compelling reason. A compelling reason in any case includes Roofmatch discontinuing the Service. Roofmatch will tell you In Writing at least 14 days in advance. If Roofmatch cancels while you are not at fault, you get the full start fee back and the success fee is not due.

Article 26. Extra services with Buyer Pro+

1. With Buyer Pro+, Roofmatch also arranges matters around your move, as set out in the Engagement Letter. Examples are registration with the municipality, energy, water, internet, insurance, a GP, dentist, school or childcare.
2. Roofmatch does not enter into any agreement on your behalf without your approval. Agreements with suppliers, such as an energy supplier or insurer, are subject to their own terms. Roofmatch is not a party to those agreements and is not liable for what those suppliers do or fail to do.
3. Roofmatch does not give advice on insurance or other financial products and does not act as an intermediary for them.
4. Roofmatch cannot guarantee that a GP, dentist, school or childcare provider has a place available.

Article 27. Third parties and no guarantee of a home

1. Roofmatch works with third parties such as sellers, agents, notaries, valuers and surveyors. Roofmatch is not liable for damage caused by what these third parties do, promise or fail to do, unless that damage results from intent or deliberate recklessness on the part of Roofmatch.
2. Roofmatch does not guarantee that you will actually buy a home. That is why you only pay the success fee on success.
3. You make your own decisions about a home, such as whether to view, bid, include a condition or sign.

Article 28. Start fee and success fee

1. You pay the start fee at the start of the assignment. On success, Roofmatch deducts the start fee from the success fee.
2. Success means the notarial transfer of a home you buy with Roofmatch's guidance. If the purchase agreement is dissolved before the transfer, there is no success.
3. You only pay the success fee on success (no key, no fee). Roofmatch invoices the success fee after the notarial transfer. After success, nothing is refunded.
4. The guarantee period is 3 months, counted from the day the Engagement Letter is signed. After the guarantee period, you can continue the Agreement at no extra cost for as long as you like.
5. Specifically paid extras that have already been delivered are not refunded.

Article 29. Stopping, withdrawal and guarantee

1. If you stop, or Roofmatch stops, the following applies to the start fee and the success fee:

2. The withdrawal in the first row also applies if Roofmatch has already started within the withdrawal period at your request.
3. Roofmatch refunds a start fee you are owed within 14 days.

Article 30. Follow-on clause

1. If, during the Agreement or within 6 months after it ends, you buy a home that results directly from Roofmatch's work, you still pay the success fee. This means a home about which Roofmatch has been in contact with the selling party on your behalf, which Roofmatch has valued for you, or on which Roofmatch has bid or negotiated on your behalf.
2. If you did not get the start fee back, Roofmatch deducts it from the success fee.
3. The follow-on clause does not apply if the Agreement ended through withdrawal, or because Roofmatch cancelled while you were not at fault.