General terms and conditions

 

These conditions consist of the following sections:
I General
II Terms and conditions of SaaS services
III Terms and conditions Success fee

Part I - General

Article 1 Definitions
1.1 General Conditions: these General Conditions are applicable to the Services of Brookz.

1.2 Brookz: Brookz B.V., a private company with limited liability, with registered office in Amsterdam and place of business in Amsterdam (1098 XG) at the address Science Park 106, registered in the trade register of the Chamber of Commerce under number 75841622. 

1.3 Services: the limited, non-exclusive, revocable and non-transferable, non-sublicensable right to access the Platform and any other (marketing) services and products of Brookz including advertisements, whether or not for payment.

1.4 User: the individual using the Services. User may also be Customer.

1.5 IP rights: all intellectual property rights, copyright, trademark rights, patent rights or any other intellectual property right, including but not limited to: analyses, reports, designs, advice, sketches, documentation, manuals, models, techniques, instruments, and programs/software.

1.6 Private Customer: a party who enters into an Agreement with Brookz to (i) offer for sale on the Platform their own (self-driven) business or business unit, or to (ii) buy or invest in a business with personal/own funds for personal purposes. A Private Customer is neither (i) a company or its underlying shareholder whose (secondary) activity is to professionally make investments/divestments in other companies (such as private or institutional investment companies, private equity or investment funds) nor (ii) a company offering M&A services (such as M&A advisers, lawyers, corporate finance advisers, tax advisers, lenders, etc). In this article, personal/own funds include money borrowed by the Private Customer.

1.7 Customer: a Private Customer and/or Professional Customer, depending on the context.

1.8 Agreement: the agreement concluded between Brookz and Customer with respect to the Services and any follow-up agreement or further agreement. Where these Services are provided free of charge, use of the Services constitutes a user agreement to which these Terms and Conditions also apply.

1.9 Personal data means information about or traceable to an identifiable individual;

1.10 Platform: the Brookz Platform, accessible via the Website (www.brookz.eu) and/or an app

1.11 Professional Customer: a party that enters into an Agreement with Brookz to (i) professionally invest/divest in companies or hold interests in companies (such as private or institutional investment companies, private equity or investment funds), or to (ii) offer services in the field of mergers and acquisitions (such as M&A advisers, lawyers, corporate finance advisers, tax advisers, lenders, etc) .

1.12 SaaS: the making available and keeping available of software to the User by or on behalf of Brookz 'at a distance' via the internet or another data network, without a physical carrier with the relevant software being provided to the User;

1.13 Success Fee: an (additional) fee payable by the Customer to Brookz when a transaction is effected in relation to a business (or part thereof) offered on or through the Platform ("Business"), and the buyer and seller came into contact with each other directly or indirectly through the Platform in that transaction. A 'transaction' means the sale of (a part of) the company by means of a transfer of shares, assets and/or liabilities, share exchange, merger or otherwise.

1.14 Fee: any fee payable (periodically) by the Customer to Brookz for the use of the Services (including the Success Fee);

1.15 Confidential Information: any information excluding Personal Data that is designated confidential or whose confidential nature the recipient should understand;

Article 2 Applicability, amendment and ranking

2.1 These General Terms and Conditions apply to all offers and agreements of Brookz. Depending on the Services, different parts of these General Terms and Conditions apply.

2.2 These General Terms and Conditions and the Fees can be unilaterally changed by Brookz from time to time. Any changes will be announced by email and on the Platform and will be effective immediately. 

2.3 In the event of a conflict between these General Terms and Conditions and the Agreement, the Agreement shall prevail. In case of conflict between parts of these General Terms and Conditions, the part with the higher number shall prevail.

Article 3 Commencement, duration and termination Agreements

3.1 The content of the Agreement/Services and the amount of any Fee shall be stated in or attached to the Agreement.

3.2 Agreements that are concluded digitally are established as soon as Brookz has confirmed the agreement by e-mail. Agreements concluded in writing are established by the signing thereof by the Customer or by the Customer having otherwise accepted an offer from Brookz.

3.3 Unless otherwise agreed or the nature of the Agreement indicates otherwise, Agreements are concluded for a fixed period without the possibility of interim termination. Agreements are automatically renewed towards the end of the term for the same duration based on the same type of Agreement and at the then current Fee, unless written notice of termination is given no later than 6 weeks before the end of the Agreement. For questions about your Agreement, address changes, cancellations, etc., please email [email protected].

3.4 Brookz has the right to refuse to enter into an agreement with a Customer without giving reasons. Brookz furthermore has the right to terminate the Agreement in writing with immediate effect, if Customers and/or Users act in violation of the Agreement or for any other reason that in Brookz's opinion justifies termination of the Agreement. If Brookz terminates the Agreement with immediate effect because the Customer or its Users violate the Agreement, the Customer has no right to a refund of the Fee for the period after the date of termination.

Article 4 Services for Private Customers and Professional Customers

4.1 Brookz offers Services (among other things) in subscription form. The various Services and associated fees offered by Brookz can be found on the Brookz website. On the effective date of these Terms and Conditions, Professional Customers may only use the 'Professional memberships' as offered on the Brookz website or through other channels by Brookz. Private Customers can only use all other memberships offered on Brookz.eu, such as the Premium Memberships.

4.2 When entering into or renewing the Agreement for Services offered by Brookz to Private Customers, Customer warrants that they fall within the definition of Private Customer and use the Services accordingly. Brookz is authorised to request information from the Customer to check whether the Customer qualifies as a Private Customer. And Brookz is authorised to monitor the use of its Platform to check whether a Customer qualifies as a Private Customer.

4.3 If it appears that a Professional Customer has entered into an Agreement to use Services for Private Customers in breach of the foregoing, Brookz shall be entitled to terminate the Agreement in writing with immediate effect and to claim the damages suffered by Brookz as a result.

Article 5 Fees and payment

5.1 Payment of any agreed fee shall always be made in advance and must be received in Brookz's bank account within fourteen (14) days of the invoice date. Unless otherwise provided, the Fee is exclusive of VAT.

5.2 The Customer shall not be entitled to set off or suspend any payment obligation.

Article 6 Liability and force majeure

6.1 Brookz excludes, to the extent permitted by law, liability for all damages suffered by a Customer or User in connection with the use of the Services due to: 

   6.1.1 the unavailability or unsecured availability of the Platform or parts thereof;

   6.1.2 errors on the Platform or in the SaaS Service;

   6.1.3 incorrect information on the Platform or in the outcome of the Services;

   6.1.4 loss of User information, data or databases; or

   6.1.5 changes to the Services or changes in or on the Platform.

6.2 Brookz' liability for indirect damage, in any case including consequential damage, lost profit, missed turnover, is explicitly excluded.

6.3 The total contractual and extra-contractual liability of Brookz in respect of each agreement is limited to compensation for direct damage up to a maximum of the amount paid out by Brookz's liability insurance in the relevant case, increased by the applicable excess. If there is no insurance cover for Brookz's liability, Brookz's total liability for direct damage under the Agreement - as a result of one or more damage-causing events - is limited to the invoice value for the period in the six months preceding the first damage-causing event. The limitations or exclusions of liability set out in this article do not apply if the damage is the result of a wilful or reckless action on the part of Brookz.

6.4 Brookz shall not be liable for any damage suffered by a Customer in the event of force majeure, which for the purposes of these General Terms and Conditions shall also include cases in which Brookz cannot or has not been able to fulfil its contractual obligations due to power failures, network failures, computer viruses or the breakdown of servers.

6.5 Brookz has a contractual relationship only with Customer and not with its Users. Only the Customer (and not its Users) can hold Brookz liable for contractual or non-contractual liability, and the Customer indemnifies Brookz in respect of claims by its Users.

Article 7 Intellectual Property rights, data and privacy

7.1 Intellectual property rights in all models, techniques, software, reports, specifications, know-how, applications, tools and other information (in the broadest sense of the word) provided by or on behalf of Brookz to Customers and Users shall remain vested in Brookz. Except for the limited rights to Brookz's Intellectual Property Rights granted in these General Terms and Conditions or an Agreement, Brookz does not grant any other rights to Customers or Users in the Intellectual Property Rights it holds, nor does it transfer such Intellectual Property Rights by use of the Platform / Services or execution of an Agreement.

7.2 Customers and Users grant Brookz an irrevocable, non-exclusive, non-transferable licence to share information subject to intellectual property rights or proprietary rights of the Customer or User with its group companies and to use it for the (further) development of the Software or other products/services (including the training of language models or artificial intelligence) or for marketing purposes. When developing products/services, Brookz ensures that the confidential information or personal data of Customers/Users used for this purpose is not traceable. To the extent required, the Customer warrants to Brookz that its Users provide the licence in this article, or at least the Customer provides that licence on behalf of its Users.

7.3 Brookz takes appropriate technical and organisational measures to protect the Customer or User  information from misuse, unauthorised access, unwanted disclosure, alteration or destruction. Information provided by or on behalf of Customers or Users will be used by Brookz to provide the Services and in accordance with the provisions of these Terms and Conditions. To the extent that Customer or User  information contains personal data, the Brookz Privacy Policy applies to such data. To the extent that Brookz shares Customer or User information with third parties or has it processed by third parties (such as hosting service providers), Brookz will enter into appropriate security and confidentiality agreements with such third parties. Brookz does not share personal data with parties located outside the EEA.

7.4 Where personal data is processed in the performance of the Agreement, the parties shall comply with data protection laws and regulations (including the Data Protection Act). 

7.5 The manner in which Brookz processes Users' personal data and the rights of Users are set out in Brookz's Privacy Policy as amended from time to time ("Privacy Policy"). The Brookz Privacy Policy is available on the Brookz website.

7.6 Unless otherwise agreed, Brookz owns the data generated by the Services and Customer is granted a non-exclusive, non-sublicensable, non-transferable licence to use such data for its own purposes.

Article 8 Other

8.1 The Agreement and these General Conditions shall be governed exclusively by Dutch law. Applicability of the Vienna Sales Convention is excluded.

8.2 All disputes arising in connection with this Agreement or resulting from it shall be settled exclusively by the competent court in Amsterdam.

8.3 The Customer/User is not entitled to transfer or sub-license its rights and/or obligations under an Agreement or the General Terms and Conditions to a third party.

8.4 The Parties shall maintain the confidentiality of each other's Confidential Information and shall only use such Confidential Information in accordance with these General Terms and Conditions and the Agreement.

PART II: SaaS services

This Part II applies to the Agreement if the Customer or User uses the Platform or other remote software.

Article 9 Rights and obligations Brookz at SaaS

9.1 Brookz endeavours to ensure that the SaaS Service remains available, secure and reliable in accordance with constantly updated standards and is provided with updates and new features and functions. Brookz does not guarantee that the SaaS Service will be available, secure or reliable at all times. Brookz does not warrant that the Software provided under the SaaS Service will be error free or uninterrupted. Brookz will endeavour to rectify any defects in software developed by Brookz within a reasonable period of time.

9.2 Brookz is entitled to make changes to the content or scope of the SaaS Service and to update or modify the software. Brookz is under no obligation to maintain, change or add any features or functionality to the SaaS Service.

9.3 Brookz may make access to or use of (parts of) the Platform subject to additional conditions or obligations, such as the creation of an Account or the completion of a verification or registration process.

9.4 Brookz may temporarily suspend all or part of the SaaS Service for preventive, corrective or adaptive maintenance or other forms of service. Brookz will not take any longer than is necessary and will, where possible, carry out the decommissioning outside of office hours. Brookz shall not be liable and the Customer shall not be entitled to any form of compensation, discount and/or damages if the SaaS Services are temporarily unavailable in whole or in part or contain errors.

9.5 Brookz may temporarily or permanently suspend or terminate a User's access to and use of the Services (i) if Brookz is required to do so by applicable law or regulation or court order, (ii) if a User breaches the Agreement or these Terms and Conditions, or (iii) for security reasons. If Brookz exercises the power in this provision, Brookz shall not owe the Customer or User any compensation or indemnity.

9.6 The Platform may contain references to third party websites (e.g. by means of a hyperlink or banner). These sites are subject to the (privacy) policies of that particular site. This also applies to the use of third party services, such as third party payment services.

9.7 The User shall immediately remove any data and/or information originating from the Customer from the systems of Brookz upon the first request of Brookz, failing which Brookz may remove such data and/or information itself or make access to it impossible.

9.8 Brookz does not check the (accuracy and/or completeness of) data entered by the User on the Website or when using the Services and is in no way responsible or liable for this, even if Brookz assists or supports the User in any way in entering data. Brookz will never provide advice on the use of the Services.

Article 10 Rights and obligations Customer and Users

10.1 Brookz grants Customers and its Users, free of charge or for a fee, a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence to use the Platform and the Services and the right to access and view all material on the Platform that is owned by Brookz.

10.2 The Customer guarantees that its Users will comply with the Agreement and these Terms and Conditions, and the Customer is responsible for the (non-)compliance of its Users with the Agreement and the Terms and Conditions. Brookz is authorised to exclude Users who violate the Agreement or General Conditions, the law or privacy regulations from the Services or to take other appropriate measures.

10.3 When creating an account, the User is obliged to provide accurate and complete information and to keep this information up-to-date. An account is personal, non-transferable and the login codes are secret. Each User is responsible for keeping the login details for the Account confidential and it is prohibited to disclose or transfer such login details to any third party (including colleagues). If a User suspects that the login details for an Account have been lost, stolen or may be used in any unauthorised way, the User must notify Brookz immediately.

10.4 The Customer guarantees the accuracy and completeness of the data that it (and its Users) provides to Brookz or uses in the execution of the agreement. The Customer guarantees that this does not infringe (intellectual property) rights of third parties, and they indemnify Brookz against claims of third parties. 

10.5 The Customer is only allowed to use the Services for the benefit of their own business or interests. The Customer/User shall not (re)sell, sublicense, transfer, assign or otherwise make the Services available to third parties.

10.6 The content of the Brookz website may not be copied, reproduced and/or made public by the User without the prior written consent of Brookz. The User shall not attempt to copy, modify, create a derivative work of, or reverse engineer (any part of) the Software provided via SaaS.

10.7 The User is not permitted to collect personal data (including email addresses and telephone numbers) from Users who have created a selling or buying profile on the Platform and/or to contact such Users in order to offer its own products and/or services.

10.8 When using the SaaS Services, the User shall at all times act diligently and not unlawfully, in particular by respecting the intellectual property and other rights of third parties, by respecting the privacy of third parties, by not gaining unauthorised access to systems, by not spreading viruses or other harmful programmes or data and by refraining from criminal acts.

10.9 The Customer is responsible for the intended use of the SaaS Services and how the results are used, especially if the results are based on the Customer's own data or information. The responsibility for the data processed by (its) Users using SaaS Services lies entirely with Customer. The Customer warrants to Brookz that the content, use and/or processing of the data is not unlawful and does not infringe the rights of any third party. The Customer indemnifies Brookz against any claim by a third party, in any way whatsoever, in connection with this data or the execution of the agreement.

10.10 To the extent that the Services consist of hosting Customer's data, a fair use policy shall apply. In case of excessive load and/or unauthorised use of the hosting environment by the Customer or its Users, Brookz will inform the Customer. The Customer is then obliged to cease any excessive load and/or unauthorised use of the hosting environment upon first request and within a reasonable period set by Brookz. If the Customer does not comply with such request, Brookz is entitled to suspend its services and/or take its own measures, such as removing the Customer's data from the hosting environment. In the event that Brookz takes unilateral action, Brookz shall not be liable in any way for any damages suffered by the Customer or any third party as a result.

10.11 Customers who are not acting in the exercise of a profession or business shall have the right to terminate the Agreement without giving reasons within a period of fourteen days from the date of entering into the Agreement. This right of cancellation expires after 14 days or as soon as the provision of services (such as the establishment of contact between the Customer and other persons in the Brookz network) has begun. To exercise the right of cancellation, the Customer may contact Brookz at [email protected].  Brookz will refund fees paid by the Customer upon revocation as soon as possible, but at the latest within 30 days after the cancellation.

PART III: Success Fee

This Part III applies only if the Agreement includes a Success Fee.

Article 11 Success Fee

11.1 This article only applies to Customers who have agreed a Success Fee with Brookz as (part of the) Fee. The amount and conditions of the Success Fee will be laid down in writing.

11.2 The Success Fee shall be payable at the time the Company (or the first part thereof) is transferred (by notarial deed or transfer of assets/liabilities) and shall be paid within the payment term on Brookz's invoice charging the Success Fee.

11.3 In the event of the sale of (part of) the business offered on the Platform for which a Success Fee has been agreed, such sale shall be deemed to have been made through the Platform (and the Success Fee shall therefore be due). This premise may be refuted by the Customer with rebuttal evidence.

11.4 The Customer shall notify Brookz in writing within ten working days of the occurrence of any of the situations below, together with the information required by Brookz to calculate the entitlement to and amount of the Success Fee, if any:

11.4.1 the conditions for entitlement to the Success Fee have been met; or

11.4.2 the relevant Company or part of it has been sold but the Customer believes (and provides evidence) that the conditions for entitlement to the Success Fee have not been met; or

11.4.3 the offer to purchase the relevant Company is permanently withdrawn

11.5 For the purpose of determining the right to and amount of the Success Fee, Customer shall provide Brookz with all information that Brookz reasonably deems necessary within 7 days of being requested to do so. The Customer will ensure that it is authorised to share information with Brookz without breaching confidentiality agreements with third parties. Brookz will use the information provided by Customer only for the purpose described in this article and will keep the information strictly confidential and delete it as soon as possible.

11.6 In the event that Customer does not fulfil or does not fulfil on time the obligations set out in articles 7.4 and 7.5, and Brookz has reason to believe that the company in question has been sold, Brookz is entitled to charge the maximum agreed Success Fee. In the absence of a maximum Success Fee, the Success Fee shall be fixed at EUR 25,000, without prejudice to Brookz's right to demand performance of the obligations and to claim the actual Success Fee to the extent that it exceeds the said amount. The fixed success fee will not be reduced if the actual success fee would be lower.

11.7 Brookz is a Platform that brings together buyers, sellers and advisers of businesses for sale. Brookz provides an online marketplace where parties can find each other, Brookz does not aim to mediate the sale of businesses on behalf of buyers or sellers. The Success Fee is therefore not a fee for successful mediation by Brookz, but a fee for successful use of the Platform ("Matching").

Contact details

Brookz is part of Brookz BV/?
Postal address: Science Park 106, 1098 XG, Amsterdam
General phone number : +31 (0)20-303 87 30
Email address: [email protected]
Chamber of Commerce no: 758.41.622 Gooi-, Eem- and Flevoland
VAT no: NL860416045B01

This document was last amended on 1 September 2024.