Opći uvjeti

1. Scope and contracting party

1.1 These terms apply to the use of the website www.sarego.group, the Sarego database (portal) and to all brokerage and advisory services rendered under the “Sarego” or “Sarego Group” brand.

1.2 The contracting party is RED Real Estates Development Bauträger und Immobilien GmbH, Sterngasse 3/2/6, 1010 Vienna, FN 58798 v, Commercial Court of Vienna (“Sarego”). Sarego holds the Austrian trade licence of a real estate trustee (real estate agent, property manager, property developer).

1.3 Deviating terms of the client apply only where Sarego has agreed to them in writing. Individual agreements (in particular a brokerage mandate, an exclusive mandate, a commission agreement, an NDA/NCND) prevail over these terms.

1.4 The offering is addressed to entrepreneurs and professional investors. For consumers within the meaning of the Austrian Consumer Protection Act (KSchG) these terms apply only to the extent that mandatory consumer protection provisions do not provide otherwise (see section 12).

2. Sarego's services

2.1 Sarego brokers the purchase and sale, the lease and the letting of hotel and operator-run properties as well as of shares in companies holding such properties, and renders related advisory services (investment advisory, development, operator search and contract negotiation, valuation and feasibility, asset management).

2.2 Submitting a form on the website creates neither a brokerage mandate nor any payment obligation. A mandate comes into existence only through a separate agreement or by making use of the brokerage activity under section 6.

2.3 Dual agency. Sarego may act for both sides of the transaction brokered (section 5 Austrian Brokers Act, MaklerG) and may agree a commission with both sides. Sarego will disclose any economic or family proximity to a contracting party in the individual case.

2.4 Sarego cooperates with partner agents and correspondent offices in Austria and abroad. This does not give rise to any additional commission claims against the client unless agreed otherwise.

3. Information provided by the seller or introducing party

3.1 Anyone presenting a property to Sarego warrants that they are entitled to do so (as owner, authorised corporate body, holder of a written power of attorney, or adviser mandated by the owner) and that the information given is correct and complete to the best of their knowledge.

3.2 Tipsters and fellow agents name a property only after a separate tipster or joint-business agreement has been concluded. Without such an agreement there is no claim to remuneration against Sarego.

3.3 The introducing party agrees that Sarego may pass the information on to vetted prospective buyers who have previously signed a confidentiality agreement.

4. Property information: no warranty

4.1 All property information (areas, room counts, revenues, earnings, lease and contract data, zoning, permits, structural condition, forecasts and the like) originates from the owner, the operator or third parties. Sarego passes it on unverified and gives no warranty and accepts no liability for its accuracy, completeness or currency, save in the case of its own intent or gross negligence.

4.2 Documents provided by Sarego (teasers, information memoranda, calculations, market overviews) are non-binding and do not replace the recipient's own legal, tax, technical and commercial examination (due diligence). Sarego does not provide legal or tax advice.

4.3 All offers are subject to change. Interim sale, interim lease and changes, including changes in price, remain reserved.

5. Confidentiality, NDA/NCND, non-circumvention

5.1 Sarego releases property-specific information only after a confidentiality and non-circumvention agreement (NDA/NCND) has been signed. Sarego sends this agreement once an enquiry has been received; until it is signed, paragraphs 5.2 to 5.5 apply as the minimum standard.

5.2 The prospective buyer treats all information received (including the fact that a property is available and the identity of the owner, the operator and other parties involved) as strictly confidential and uses it solely to examine the specific transaction.

5.3 Disclosure is permitted only to the prospective buyer's own corporate bodies, staff, financing banks and professionally bound advisers, and only to the extent required for that examination. The prospective buyer is liable for their compliance.

5.4 Non-circumvention. The prospective buyer will not contact owners, operators, shareholders, staff or advisers of a property made known through Sarego without Sarego's consent, and will not conclude a transaction regarding that property past Sarego, neither directly nor through affiliated companies, trustees or other third parties.

5.5 The obligations under this section apply for 24 months from receipt of the respective information, irrespective of whether a transaction is concluded. [Optional: contractual penalty in the amount of the lost commission, at least EUR […], in the event of a breach; judicial mitigation remains unaffected. To be reviewed by counsel.]

6. Sarego database (portal)

6.1 Access is granted individually after manual review of the enquiry. There is no entitlement to access; Sarego may block access at any time without giving reasons. Sarego is entitled to request proof of identity, creditworthiness and funds.

6.2 Access credentials are personal and must not be passed on. The user is liable for any use under their credentials.

6.3 Consent. By requesting access and on every login, the user confirms by active click that they have read and accept these terms, in particular sections 4 to 7. Sarego stores the time and the version of the terms consented to.

6.4 Logging. Sarego logs which user accessed or downloaded which property, which document and which data room, and when. These logs serve as evidence that the business opportunity was made known (section 6 MaklerG) and protect confidentiality towards the owners. The user acknowledges this; details are set out in the privacy policy.

6.5 Upon accessing a property in the database or receiving property information by any other means (email, data room, conversation), the business opportunity is deemed to have been made known by Sarego.

7. Prior knowledge and commission

7.1 Prior knowledge. If a property made known by Sarego is already known to the prospective buyer as being for sale or otherwise available, they must notify Sarego in writing (email suffices) within five business days of receiving the information and provide evidence of that prior knowledge (for example dated correspondence, an earlier information memorandum, a third party's offer). If such timely and evidenced notice is not given, the property is deemed, as between the prospective buyer and Sarego, to have been made known by Sarego, and the prospective buyer cannot rely on prior knowledge.

7.2 Mere knowledge of the property's existence, earlier knowledge on different terms, or an intention to sell that had already lapsed do not constitute prior knowledge. Changes to the purchase price, the lease or other terms, as well as a changed transaction structure, do not exclude the commission claim.

7.3 Commission claim. The commission claim arises where the brokered transaction is validly concluded with the third party made known, as a result of Sarego's contractual and meritorious activity, in particular the act of making the opportunity known (sections 6 and 7 MaklerG). It falls due when the transaction becomes legally effective; a later rescission or non-performance does not affect the claim to the extent permitted by law.

7.4 The claim also arises where

• a) instead of the originally intended transaction an economically equivalent transaction is concluded (for example a share deal instead of an asset deal, a lease or building right instead of a purchase, the acquisition of part of the property or of another property of the same owner, a participation, an option);
• b) the transaction is concluded with a person to whom the prospective buyer passed on the business opportunity, or with an affiliated company, a shareholder, a corporate body, a trustee or a close relative of theirs;
• c) the transaction is concluded within 24 months of the opportunity being made known, even if contact was dormant in the meantime or a mandate had ended;
• d) a statutory or contractual right of pre-emption, repurchase or accession is exercised.

[Cases a) to d) may require an express agreement under section 15 MaklerG, and a written one where consumers are involved. To be reviewed by counsel.]

7.5 Amount. The amount of the commission follows the separate commission agreement. In the absence of such an agreement, the buyer/acquirer owes a commission of [… %] of the total purchase price or transaction value (in share deals: the enterprise or property value including assumed liabilities), and in the case of a lease or tenancy [… gross monthly payments], in each case plus statutory VAT and within the maximum rates of the Real Estate Agents Ordinance where applicable.

7.6 Where there are several principals or acquirers, they are jointly and severally liable for the commission.

7.7 The client informs Sarego without delay of the conclusion of a transaction regarding a property made known and, on request, provides a copy of the contract sections relevant to calculating the commission.

8. Anti-money laundering

Sarego is subject to the due diligence obligations for the prevention of money laundering and terrorist financing (sections 365m et seq. GewO). Clients are obliged to provide the information and documents required to identify them, to establish the beneficial owner and to clarify the source of funds. Sarego may suspend or end its activity if these obligations are not met.

9. Liability

9.1 Sarego is liable for damages only in the case of intent and gross negligence; liability for slight negligence, lost profit, consequential loss and pure financial loss is excluded, except in the case of personal injury. Towards entrepreneurs, liability is limited in amount to [the net commission earned in the specific transaction / the sum insured under the professional indemnity insurance].

9.2 Claims for damages by entrepreneurs lapse within [six months] of knowledge of the damage and the party causing it, and in any event within [three years] of the damaging event.

9.3 Sarego is not liable for the creditworthiness, contractual performance or statements of the counterparties brokered.

10. Website

10.1 Content. Sarego gives no warranty as to the currency, accuracy and completeness of the information provided on the website. Articles (“Insights”) reflect general assessments and do not constitute legal, tax or investment advice. Sarego may change, supplement or remove content at any time.

10.2 Links. The operators of linked third-party websites are solely responsible for their content. No unlawful content was apparent at the time the links were set.

10.3 Copyright and trade marks. The texts, design, graphics and marks of this website are protected. Any use beyond the statutory free uses requires Sarego's prior consent. For image credits see the imprint.

10.4 Availability. Sarego does not owe uninterrupted availability of the website or the database.

10.5 Automated extraction (scraping) of the database and the circumvention of technical protection measures are prohibited.

11. Communication and data protection

11.1 The client consents to communication by email. Declarations by email satisfy the written form required under these terms, unless the law mandatorily requires otherwise.

11.2 Information on the processing of personal data is set out in the privacy policy.

12. Consumers

12.1 Where the client is a consumer, sections 7.4, 9 and 13.2 apply only to the extent that mandatory law does not provide otherwise; agreements under section 15 MaklerG are concluded with consumers exclusively in writing.

12.2 Consumers concluding the contract by distance communication or away from business premises may withdraw within 14 days without giving reasons (section 11 FAGG). Performance begins early only at the consumer's express request; the withdrawal instructions including the model withdrawal form are provided separately. The right of withdrawal under section 30a KSchG remains unaffected.

13. Final provisions

13.1 Austrian law applies, excluding its conflict-of-law rules and the UN Convention on Contracts for the International Sale of Goods.

13.2 For disputes with entrepreneurs, the court with subject-matter jurisdiction in Vienna, Innere Stadt, has exclusive jurisdiction. For consumers, the statutory places of jurisdiction apply.

13.3 Should individual provisions be or become invalid, the validity of the remaining provisions remains unaffected. Towards entrepreneurs, the invalid provision is replaced by the valid provision that comes closest to its economic purpose.

13.4 The German version of these terms prevails. Translations are for information only.

13.5 Sarego may amend these terms. For use of the database, the version last consented to by the user applies; where there are changes, consent is obtained again at the next login.