General conditions
Member of the belimmo network

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The Company has obtained an exclusive contract for the distribution of the BELIMMO trademark associated with a specific operating formula for the activity of "Estate Agent" as defined by the HOGUET law of 2 January 1970.

The "Belimmo Concept" has been operated in the form of a network since 2009.

The "Belimmo Network" distinguishes itself by the specificity of its "operating knowledge" in the activity of real estate agents as well as for the originality of the means of operation to invigorate the network itself. See the Company website "Belimmo Network".

The Subscriber has demonstrated their interest and confidence in the network together with a desire to become a Subscriber after having received all documents and information relative to their subscription through the Company website "Belimmo Network". Why join the Belimmo Network.

The Company accepts the applicant as Subscriber under the conditions hereafter defined.

1 – TRADEMARKS AND LOGOS
The Company concedes to the Subscriber, under the conditions and for the duration of this contract, the right to use the Belimmo name, its logo, the respective attributes, in accordance with the Belimmo Network and its concept, the rights and obligations as detailed in the present general conditions.

2 – OPERATING TERRITORY
2.0 The "Operating Territory" as stated within the network subscription is designated in the network subscription contract.
2.1 The Subscriber is forbidden from creating a new agency within the geographical zone operated by another Subscriber within the limits of a circle of which the Subscriber is central and which has a distance of 500 m from this point.
2.2 The Company cannot implant nor accept a new Subscriber within this zone, or on the same road at less than 1,000 metres from the existing Subscriber.

3 – CONTRACT DURATION
In the situation where both parties wish to continue their contractual association after the agreed term, they need only to jointly notify their intention, following the renewal conditions as stated in articles (8.1 & 8.2) – thereafter the contract renews their alliance for the same duration.

4 – AGENT’S RIGHTS AND OBLIGATIONS
4.0 At the contract signature, all information such as that stated on the Company website "Belimmo Network": Why join the Belimmo Network constitutes the Company obligations.
4.1 Control:
4.1.0 To ensure that the uniformity of the network and the image of the Belimmo trademark are respected, the Company may undertake, themselves or by someone else, a complete verification of the Subscriber’s operations.
4.1.1 In consequence, the Company can proceed with, or request procedure of, all verification measures deemed necessary of the Subscriber between the turnover declaration and information recorded in registers and directories:
 - Law archives (article 852 of the C.G.I law of 13 July 1925)
 - Agencies register.
 - Receipt Books and Special Implementation Situations in receipt books.
 - Closed Accounts.
 - Registers noted in the law of 2 January 1970.
4.1.2 The Subscriber undertakes to assist said control.
4.1.3 The fees associated with said control will only be liable by the Subscriber in three instances. If applicable they will be invoiced to the Subscriber at 800 EUR per day plus travel and lodging costs:
 - If the control was caused by a fault of the Subscriber notified by the Company and if the verification confirms the existence of said fault,
 - If the verification was caused by a delay or incident concerning payment of the Subscriber relative to royalties.
 - If the Subscriber has not forwarded their financial statements within the time period agreed in the present General Conditions and after seven days of non-conformity following a reminder sent by registered post with notice of receipt.

5 – RIGHTS AND OBLIGATIONS OF THE SUBSCRIBER
5.0 The Subscriber may, at their convenience, benefit from all services offered by the Company in accordance with the conditions stipulated on the website "Belimmo Network" Why join the Belimmo Network.
5.1 For the creation of a Belimmo agency, the Subscriber undertakes to prepare their sales point in accordance with the operational obligations of the Belimmo trademark, the contract and article 2 of the present general conditions.
5.2 SIGNS: It is agreed that the Subscriber will place at least one illuminated sign of two metres in length with a curved exterior, respecting the axis of the agency’s facade. A different project may be submitted for the approval of the Company.
5.3 The Subscriber recognises that they have been informed of the legal requirements relative to the creation and operation of an estate agency (HOGUET law), is within the legal requirements and will remain so throughout the contract duration.
5.4 Throughout the duration of the contract:
5.4.0 Respect of the Concept:
The Subscriber is required to exercise their activity with a highly professional conduct and should not lend their concurrence even indirectly, to operations that do not present, for those parties present, all guarantees with a good and honest aim. They are constrained by professional secrecy.
5.4.1 A complete freedom of action is conceded to network Subscribers, whatever their real estate sector. Each Subscriber can employ any means of prospection and advertising at their convenience, but should not engage in those that by nature discredit the trademark in any way. In the case of non respect of this obligation, the Company may require the immediate destruction of said documents.
5.4.2 The Subscriber respects the image of the Belimmo Network and to these ends uses the colours, designs, signs, graphics and models that conform to the standards defined by the Company. They cannot use the Belimmo trademark and its attributes to other ends other than those specified in the contract.
5.4.3 The activity of a goods merchant is normally excluded from the activity of the Belimmo network. Special derogation may however be accorded with the agreement of the Company and the Subscriber.
5.4.4 The Subscriber agrees to keep their offices and sign in perfect condition while respecting the standards of the Belimmo Network.
5.5 In the case of modifications to the standards of the Belimmo Network, the Subscriber should, at their own cost, undertake any works necessary to ensure the conformity of their agency to the standards of the Belimmo network, so reaping the benefits of the leverage marketing effects of the visual identity of all the Belimmo agencies.
5.5.0 The Company cannot require such modifications with a frequency of less than five years or more.
5.6 Communication of accounting elements:
The Subscriber will regularly communicate with the Company, particularly at the end of each financial year, to furnish a statement from an accounts Company of their choice stating the year’s turnover accomplished through use of the trademark and this should be supplied no later than one month after the completion date of the Subscriber’s Company accounts.
5.7 Relations between Subscribers:
5.7.0 In collaboration with their colleagues, the network Subscribers should act with complete harmony. Before any communal action, an agreement should be reached on the fees payable by each, indicating as necessary any exterior agreements that should be paid requiring justification. In the lack of a particular agreement, the commission should be divided into equal shares. Each should withdraw from their share the costs for which they are personally responsible, without being required to do so by their colleagues, during the negotiations or which they cannot assume.

5.7.0.1 For information on standard fees, Subscribers can consult this table:

Direct Mandates:	40%
Search for purchasers:	40%
Legal creation:	5%
Negotiation:	5%
Advertising costs:	10%

5.7.1 Following a case of non-completion of an agreement, each Subscriber concerned is forbidden from contacting the party presented to them without express authorisation from the other party.
5.7.2 A simple announcement searching for a buyer or seller, placed directly in the press by a Subscriber, the fixing of a sign to the property to be sold or, generally speaking, any direct publicity, especially its display in agency or sub-agency files terminates automatically any obligations under article 5.7.0 of the present general conditions.
5.7.3 The network Subscribers are required, before any action, and at the risk of immediate exclusion in the case of non-compliance, to submit to the arbitrary commission of the Company all differences that could arise between them.
5.7.3.1 The arbitrary commission can request all documents bearing relevant information from both parties. It can require both parties to personally attend if deemed necessary. It can equally delegate its powers to a Subscriber of the network that may, in its place, gather all useful information.
5.7.3.2 The decisions taken by the arbitrary commission are communicated to both parties who, under risk of exclusion of the network for non-compliance, are held to execute them within the time period stated.
5.8 The network Subscribers are free to meet third party non-members under the express reserve that any action undertaken does not bring prejudice to the trademark. To this effect, they should submit, prior to any procedure, any legal case before the arbitrary commission.

6 - SECRET
6.0 Both parties formally agree to keep secret and confidential all documents and information that are communicated before the signature of the contract as well as afterwards and for the duration of the contract.
6.1 All parties must extend this condition to their associates (salaried, mandates or VRP). They undertake to share details with said persons on the condition that this confidentiality is respected.

7 – NON-COMPETITIVE OBLIGATION
7.0 Throughout the duration of the contract, the Subscriber undertakes to not exercise, in a direct or indirect manner, any activity that could be considered as similar or competitive to that of the Belimmo Network in Europe or North America.
7.1 At the conclusion of contractual relations between the parties, whatever the cause may be, the Subscriber firmly and undeniably undertakes to:
 - Remove all printed documents, signs and materials, whatever they may be, referring to Belimmo from the public view and return all such materials to the Company without delay.
 - Not use the Belimmo sign in a direct or indirect manner.
 - Not join, affiliate or participate, in a direct or indirect manner, a real estate network, national or regional, and not create themselves, or represent or ally themselves with any organisation, association, society or Company, competitive to the Company within the "territory" during a period of one year from the date at which, after the end of the contract, they cease to be a Subscriber.
 - Not use any elements or knowledge related to the Belimmo concept within the contract or the present general conditions.
 - Respect the obligations of the present general conditions detailing the obligations of both parties at the conclusion of contractual relations.

8 – FINANCIAL CONDITIONS FOR NETWORK SUBSCRIPTION
8.0 The Subscriber will pay the Company a sum as detailed in the contract. Whatever the reason and amount of the payment, this will be completed exclusively by bank transfer.
8.1 If the Subscriber has several estate agencies at the time of the contract signature then they must pay 60% of the exclusivity rights for the second agency and 40% of the exclusivity rights for the third and all other agencies.
8.2 If it is relative to a new Belimmo Agency or an affiliate, they must pay 60% of the exclusivity rights on a second agency and 40% of the exclusivity rights on the third and any others.
8.3 Exclusivity Rights relative to the sign and contract renewal.
Renewal of his contract, the Subscriber will pay a new exclusivity right to the sign to an amount of 70% of the exclusive right to the sign paid by the last Subscriber joined the network.
8.3.1 The Subscriber should, among other things, if applicable, place their Belimmo Agency within the standards of the network within the period of six months following the signature date.
8.4 Index conditions on the initial exclusive rights to the sign.
The initial rights of exclusivity payable by the Subscriber entering the Belimmo Network will increase as from this date by the amount of 1,500 EUR per every 50 new members above the number of 200.
8.5 Exclusivity rights in the presence of multiple agencies.
8.6 The sums paid to the Company are not refundable under any circumstances and despite whatever may happen after the contract signature.

9 - FEES
9.0 As payment for the use of the Belimmo trademark, the Subscriber will pay to the Company fees calculated on the gross turnover achieved with the trademark, such as those calculated through approved and certified accounts by the Accounts Commission or the balance sheet for each financial year of the Subscriber.
 - The rate of these fees is fixed and stated in the contract.
 - The annual fees cannot be inferior to the sum defined in the contract.
 - The fees are understood to be VAT exclusive and net of all source revenue.
9.1 In order to establish the sum of the fees payable, the Subscriber undertakes to provide the Company with a statement from their accounts service in accordance with article 9.0.
9.2 A monthly payment of the fees shall be received by Company on the signature of the contract. This amount will be calculated on the previous year’s turnover. It will be paid to the Company by bank transfer on the first day of each month. An invoice relative to these payments will be prepared once a year.
9.3 The receipt of the statement of turnover by the Company in accordance with article 9.1 will effect an adjustment in the foreseen payments for the following year.
9.3.0 At the end of each financial year of the Subscriber, a regularisation will be effected by comparing the gross annual turnover amount declared by the Subscriber based on the approved and certified accounts and the gross annual turnover amount for the previous year.
9.3.0.1 If the provisional amount is less than the amount due, the Subscriber hereby agrees to immediately pay the remainder of the annual invoice due emitted by the Company.
9.3.0.2 If the provisional amount is greater than that of the amount due, the Company will reimburse the overpayment to the Subscriber by bank transfer during the month following the emission of the annual invoice.
9.4 In the case of termination or cancelation of the contract for whatever reason, the payments already concluded before the termination or cancelation remain definitively with the Company.
9.5 Any sums due to the Company by the Subscriber that are unpaid at the date due are subject to interest at the current rate plus three points.
9.6 In the case where the Subscriber is already a practicing estate agent at the time of the contract, the Company accords a financial franchise on Royalties relevant to ongoing transactions of which a list must be submitted to the Company at the contract signature accompanied by a copy of the document glossary.
9.7 National Advertising: The Subscriber pays monthly for their participation in the network’s National Advertising managed by the Company.
9.7.0 The amount is calculated on the annual turnover of the Subscriber on the basis of the percentage stated in the contract.
9.7.0.1 Whatever the amount of the turnover, the national advertising participation cannot be inferior to the amount stated in the contract. The first payment will follow the procedure as stated in article 9.2.
9.8 Legal Assistance: The Subscriber will pay the Company the amount due monthly for this option.
9.8.0 The amount is calculated on the annual turnover of the Subscriber, the annual sum of the option cannot be inferior to that stated in the contract.
9.8.0.1 Whatever the amount of the turnover, the annual sum of the option cannot be inferior to that stated in the contract. The first monthly payment will follow the procedure as per article 9.2.

10 - CESSATION AND TRANSFER – RIGHTS TO PRE-EMPTION
10.0 The contract being concluded ‘intuitus personae’ by the Subscriber, no concessions may intervene without the prior agreement of the Company.
10.1 In case of the demise of the Subscriber, and in respect of the contract terms and present general conditions, the inheritors have the right to continue normal operations during a period of six months. After this period of grace they must sign a new contract, under the conditions that they have shown sufficient qualities during their grace operating period to maintain a turnover not inferior to 20% (twenty percent) of the turnover of the Subscriber, that they have competently adapted their techniques according to the inherent methods of the Belimmo Concept and satisfied all conditions of accession to the profession as defined by the HOGUET law.
10.2 The Company cannot refuse the transfer of a contract to a Company whereby the objective is limited to that of the contract and which is managed by the Subscriber who owns a large enough percentage of capital to make majority decisions relative to extraordinary general meetings.
10.3 If the Subscriber wishes to cede their funds or pass them to a Company of which they are not the manager or of which they do not control the capital, they should advise the Company by registered letter with notice of receipt stating clearly the transfer conditions.
10.4 The Company retains the right to pre-emption during a period of forty five calendar days starting from the date of receipt and can either offer the acquiring Company the same conditions or offer the same conditions to another acquirer if those proposed by the Subscriber do not offer sufficient guarantees, or it can authorise the projected operation of the Subscriber. The contract will continue its normal term, on the condition that the new Subscriber expressly accepts and respects the terms.
10.5 In theory, and whatever the nature of the structural modifications of the entity represented by the member, no physical or legal entity that is competitive to the Belimmo Network can hold, either directly or indirectly, all or part of the capital of the new legal structure.
10.6 The Subscriber undertakes to include in their regulations a clause forbidding the sale of parts of their Company to any physical or legal entity that exercises a competitive activity.
10.7 In the event that there are three breaches of contract by the same party, within a time period of two years, thereby resulting in three registered letters appertaining to the clause concerned, the party that is victim of the contract violation may, if the other party breaches the contract a fourth time, request a cancellation of said contract before a judge without requiring prior notice, with all indemnities relative to a wrongful termination. This is binding even if the wrongful party ceased their breach of contract upon request by formal notice the first three times.

11 - OBLIGATIONS UPON TERMINATION AT THE END OF CONTRACT
11.0 The contract may be terminated if one or the other party should require the same, one month after a registered letter with notice of receipt has been sent but not acknowledged relative to a violation of one of the clauses of the present, and referring to said clause.
11.1 The party that, by their non-observance of the contract, has caused the termination should pay to the other party an indemnity equivalent to the royalties that would have been paid by the Subscriber if the contract had continued until the end of its term, the monthly royalties of reference for the purposes of calculation will therefore be those remaining from the average monthly royalties paid the preceding twelve months.
11.2 In case of termination of the premises rental contract where the Belimmo activity is exercised by the Subscriber, or the termination or non-renewal not through the wishes of the Subscriber and not through any fault of the latter, unless with a better agreement by both parties, the contract may be terminated with full rights and without indemnities from either party.
11.3 If the termination, the resolution or the non-renewal results from the wishes of the Subscriber, without agreement from both parties on another place of operations within a period of three years from the end of the rental contract, the indemnities stated in article 11.1 will be due from the Subscriber.
11.4 If the contract is terminated ‘intuitus personae’ with the Subscriber, it will be terminated with full rights in the case of legal bankruptcy by the Subscriber.
11.5 Exceptionally, on the expiration of the third year of the contract as from the initial contract signature, each party may give prior notice of the termination by registered letter with notice of receipt addressed to the other party with three months notice in the following hypothetical situation: If the Subscriber’s results have been low to the point where the minimal payments paid by them over the previous thirty six months of activity are, in total value, superior to the total value of the contractual payments that they have paid by application as defined in the contract and according to these present general conditions.

12 - OBLIGATIONS OF THE PARTIES UPON THE ANTICIPATED EXPIRATION OR CANCELATION OF THE CONTRACT
12.1 The day of the contract closure:
12.1.0 The Subscriber returns all documents, manuals and printed papers relative to the Belimmo concept and its network.
12.1.1 The Subscriber will withdraw the trademark from their signs at their own expense within a period of eight days following the contract end, in default of which the Company can withdraw them themselves at the cost of the Subscriber after a simple authorisation from the Referees Judge.
12.1.2 The Subscriber will withdraw all references to Belimmo in their media library to which clients may refer.
12.2 All obligations of both parties that expressly or by nature continue after the contract end date, notably those of article 7, will continue to be in force until their lawful expiry.
12.3 In default of accomplishment by the parties concerned of those obligations brought into effect at the expiration of the contract, they can and will be constrained by a simple command by referral from the appropriate Tribunal of Commerce and to pay a penalty of 1,000 EUR per day for the witnessed delay, without prejudice of damages and interest that may be requested.

13 - THE SUBSCRIBER’S INDEPENDENCE
13.0 The Subscriber is an independent trader. They should therefore complete all necessary formalities themselves as an independent trader and take all steps necessary to ensure their agency operates under the best conditions during the contract. They personally assume the entire responsibility for the management, operation and results of their business.
13.1 The Company may request at any time, from each of their Subscribers, that the Subscriber concerned justifies their conformity with all laws and regulations in force relative to the network. Their temporary or definitive removal from the network will automatically include a prohibition to use the trademark in any way. In the case of non-observation of this prohibition the Company has the right to pursue this action as necessary: The same is valid for imitation or falsification of any kind.
13.2 Any agreements concluded by the Subscriber with a third party cannot be binding on the Company without prior signed agreement.

14 - SUBSTITUTION
14.0 The Company reserves at all times the freedom to organise its judicial and financial structures as it wishes.
14.1 In case of modification to the legal structure of the Company the new entity will be substituted with full rights and obligations as those applicable to the previous structure according to those rights and obligations covered in contracts and the present general conditions.

15 - RENTAL OF PREMISES
If they are not owner of the premises where they have their agency, the Subscriber should transmit the rental contract to the Company upon signature of the present.

16 - SIGNIFICATION – NOTIFICATION – NOTICE – LIMITATIONS
16.0 It is understood that any announcement, notification or implementation, should be made by registered letter with receipt of delivery, or written, signed and accepted by one or the other parties with an extra-judiciary ruling. The notice should be addressed to the registered office and/or legal address of the other party.
16.1 In the case of non-compliance with any clause of the contract or the present general conditions, by one or other of the parties, the absence of notice by the other party does not imply a tacit acceptation or the abandonment of their rights; the injured party conserves all their rights and can exercise them at any moment they wish, all contractual modifications are not binding without the written and signed agreement of both parties with the exclusion of use or practises or a verbal agreement formalised by a confirmed fax.

17 - INVALIDITY EXCEPTION
The invalidity of one of the clauses of the contract or the present general conditions does not entrain the invalidity of the contract itself which still stands for those clauses unaffected by said invalidity.

18 - INTEGRALITY OF AGREEMENTS AND FORCE MAJEURE
18.0 This contract replaces any anterior conventions.
18.1 It represents the totality of agreements with the sole exception of any particular adjoined conditions which form an integral part of the contract.
18.2 If one of the parties are impeded from completing one or more of the obligations due to an event outside of their control such as a natural disaster or fire, flood, war, insurrection, they will be excused from completing the relative obligations as long as said event continues without the risk of contract cancellation, on the express condition that the force majeure is of public knowledge or its existence can be independently proved.

19 - ATTRIBUTION OF COMPETENCE
19.0 In order to satisfy these present general conditions, notifications should be made by registered letter to the address of the parties with a notice of receipt. The Court of Commerce responsible for the registered office of the Provider will be considered as being legally competent, whatever the place of delivery, the method of payment accepted, and even in the case of appeal through guarantee or multiple defendants. If any one of these conditions of the present general conditions is nullified regarding a rule of law in force or a judiciary decision that becomes definitive, it will be automatically accepted without a written form but all other stipulations will remain in force and applicable. In this hypothesis, the parties agree to rewrite the clause concerned while keeping the general spirit and economic details intact from the previous clause as much as possible.
19.1 The personal data used by the Provider in the present application is stored and processed by the latter in accordance with the Freedom of Information Act of 6 January 1978. This law grants the right to access, modify and oppose (by mail) any personal information held by the Provider.
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