Hoffmann & Koenig S.L. | Passeig de Gràcia 53, 08007 Barcelona

1. General

The following general terms and conditions govern all real estate brokerage contracts concluded between Hoffmann & Koenig S.L. (hereinafter referred to as the broker), with registered office at Passeig de Gràcia 53, 08007 Barcelona, registered in the Commercial Registry of Barcelona, and its clients (hereinafter referred to as the client), whether in connection with purchase, sale or rental mandates. The contractual relationship is governed by applicable Spanish law, in particular the Spanish Civil Code, the Spanish Commercial Code, Royal Legislative Decree 1/2007 approving the Consolidated Text of the General Law for the Protection of Consumers and Users (TRLGDCU), and the applicable regulations on real estate brokerage in Catalonia.

2. Brokerage Contract / Exclusive Mandate / Duration / Third-Party Involvement

The client undertakes not to engage or instruct third parties to carry out brokerage activities for the duration of the exclusive brokerage agreement. Unless otherwise agreed, the fixed term of the exclusive mandate is 12 months. The broker is entitled to engage further agents when processing the mandate. In the case of a non-exclusive brokerage contract, the client is permitted to simultaneously instruct other agents to market the property.

3. Dual Representation

The broker may act simultaneously on behalf of both the seller or landlord and the buyer or tenant, unless expressly prohibited by law.

4. Entitlement to Commission / Due Date

The right to commission arises when the broker demonstrates that it has identified and communicated to the client an opportunity to conclude a contract, or has contributed decisively to its conclusion, in connection with purchase, sale, rental, lease, company share transfer or other economically equivalent contracts relating to real estate (hereinafter referred to as the main contract). The commission becomes due upon execution of the main contract before a notary or, where applicable, upon formalisation of a binding private contract.

5. Commission Amount

The commission amount shall be as expressly agreed in the brokerage mandate signed by both parties. No commission that has not been previously agreed in writing shall be applicable. Value Added Tax (VAT) at the rate in force at the time, currently 21%, shall be applied to the commission amount and shall be borne by the client unless otherwise agreed. Business clients may not offset claims against the broker's commission claims, unless such claims have been established by final court judgment or acknowledged in writing by the broker. The same applies to the assertion of a right of retention by business clients.

6. Obligations of the Client

The client authorises the broker to inspect the Land Registry (Registro de la Propiedad), building files and all other official records relating to the property, and grants the broker access to information held by the property manager (administrador de fincas) of the owners' community, where applicable.

During the term of the exclusive mandate, the instructing owner shall not actively market the property on the internet or in press advertisements. However, the owner may at any time conclude the main contract directly if a counterparty is found without the broker's involvement.

All information provided by the broker to the client, including property documentation, is for the client's personal use only. Without the prior express written consent of the broker, the client may not pass on such information or documentation to third parties.

If the client was already aware of the contractual subject matter presented to them, they must notify the broker immediately in writing and provide evidence of such prior knowledge. The client is further obliged to inform the broker whether, when and with whom the intended contract was concluded, and the purchase price, rent or lease consideration agreed. The executed contract must be submitted to the broker immediately after conclusion. The broker is entitled to obtain the necessary information from the Land Registry, notaries and other parties involved.

7. Broker's Right to Reimbursement of Expenses

If, during the term of the exclusive mandate, the client decides not to conclude the main contract, prevents its conclusion or causes it to fail through conduct contrary to the terms of the mandate, the client undertakes to reimburse the broker for its actual and documented expenses, in accordance with Articles 1544 and related provisions of the Spanish Civil Code.

8. Limitation of Liability

The broker's liability is limited to cases of wilful misconduct or gross negligence, in accordance with Article 1102 of the Spanish Civil Code. This limitation does not apply to damages arising from injury to life, physical integrity or health, nor to breaches of essential contractual obligations, being those obligations whose performance is necessary for the proper execution of the contract and on whose fulfilment the client may reasonably rely.

The property information provided by the broker is based on data supplied by the seller, landlord or a third party commissioned by them, and is not independently verified by the broker as to its accuracy. The broker assumes no responsibility for the accuracy of the property information provided. The foregoing is without prejudice to the rights available to the client as a consumer under Royal Legislative Decree 1/2007.

9. Additional Agreements

Amendments, additions and supplementary agreements to this contract are only valid if made in writing and signed by both parties. Electronic communications bearing a recognised electronic signature shall have the same validity as written documents on paper, in accordance with Law 6/2020 regulating certain aspects of electronic trust services.

10. Place of Performance and Jurisdiction

This contract is governed by Spanish law. For contracts concluded with consumers and users within the meaning of Royal Legislative Decree 1/2007, any dispute arising shall be submitted to the courts and tribunals of the consumer's place of domicile. For contracts concluded between business parties within the meaning of Article 3 of the Spanish Commercial Code, the parties agree to submit, expressly waiving any other jurisdiction that may apply, to the Courts and Tribunals of Barcelona. In consumer matters, the client may also refer disputes to the Catalan Consumer Arbitration Board (Junta Arbitral de Consumo de Cataluña) for out-of-court dispute resolution.

11. Intellectual and Industrial Property

The website hoffmann-realestate.com, including its programming, design, compilation, logos, texts, photographs and all other elements necessary for its operation, is the property of Hoffmann & Koenig S.L. or is used under the appropriate licence or authorisation from the respective rights holders. All website content is protected by Spanish and international legislation on intellectual and industrial property, in particular Royal Legislative Decree 1/1996 of 12 April approving the Consolidated Text of the Intellectual Property Act, as currently in force, including the amendments introduced by Royal Decree-Law 24/2021 implementing EU Directive 2019/790 on copyright in the Digital Single Market.

The total or partial reproduction, distribution, public communication or any other form of exploitation of the website content requires the prior express written consent of Hoffmann & Koenig S.L., regardless of the purpose. Any unauthorised use shall constitute a serious infringement of intellectual or industrial property rights.

For any queries or notifications regarding potential infringements of intellectual or industrial property rights, or regarding website content, users may contact: info@hoffmann-realestate.com.

12. Personal Data Protection

In compliance with Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR) and Organic Law 3/2018 of 5 December on the Protection of Personal Data and the guarantee of digital rights (LOPDGDD), Hoffmann & Koenig S.L. informs the client that personal data provided in the context of the contractual relationship will be processed for the purpose of managing the contracted real estate brokerage services.

The data controller is Hoffmann & Koenig S.L., with registered office at Passeig de Gràcia 53, 08007 Barcelona. Data will be retained for as long as necessary to fulfil applicable contractual and legal obligations. The client may exercise their rights of access, rectification, erasure, restriction of processing, data portability and objection by writing to info@hoffmann-realestate.com. The client may also lodge a complaint with the Spanish Data Protection Agency (Agencia Española de Protección de Datos, www.aepd.es).

13. Distance Contracts and Right of Withdrawal

For contracts concluded at a distance or off-premises with consumers, in accordance with Title III of Royal Legislative Decree 1/2007 and Law 3/2014, the client shall have a period of 14 calendar days to exercise their right of withdrawal without giving any reason. This period shall begin on the date the contract is concluded. To exercise the right of withdrawal, the client must communicate their decision to Hoffmann & Koenig S.L. by means of an unambiguous statement sent to info@hoffmann-realestate.com. The right of withdrawal shall not apply where the service has been fully performed with the client's prior express consent before the withdrawal period has expired.

14. Severability Clause

If any of the foregoing provisions is declared invalid or unenforceable, in whole or in part, by a final court or arbitration decision, such invalidity shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a provision which, being valid under Spanish law, most closely approximates the economic purpose intended by the parties with the original provision.