Article 1 - Definitions

Provider: the natural or legal person intending to sell Goods and, based on an Agreement with Auctivo, makes use of (certain functionalities of) the Platform to (i) set up and manage a Data Room and (ii) invite a Bidder to place a Bid on the relevant Goods.

General Terms of Sale: general terms and conditions of sale;

Auctivo: Auctivo B.V.;

Bidder: the legal or natural person acting in the course of a profession or business, who has registered as a bidder and who may or may not submit a Bid for Goods;

Bidding Process: the manner in which a Bidder can place a Bid on Goods that the Provider intends to sell;

Bidding Protocol: information and explanation regarding the Bidding Process;

Bid: the amount offered by a Bidder within the context of a Bidding Process;

Content: data including files and other information, including but not limited to information about the Goods, including all additions and/or corrections;

Data Room: an online data room;

User: Provider, Bidder, and/or any other user of (certain functionalities of) the Platform;

User Account: an online account that each User must create through Registration before being allowed to use (certain functionalities of) the Platform;

Goods: one or more items as defined in Article 3:1 of the Dutch Civil Code on which a Bidder can place a Bid;

Award: the communication by or on behalf of a Provider to a Bidder that a Bid made by or on behalf of that Bidder on one or more Goods is accepted by the Provider;

Purchase Agreement: the purchase agreement between a Provider and a Bidder that is concluded upon Award to that Bidder, or, if formal requirements are imposed by mandatory law for the conclusion of a purchase agreement, after these formalities are met;

Purchase Price: the purchase amount offered by the Buyer through the Bid for which the Award has been made by the Seller;

Buyer: the Bidder with whom a Purchase Agreement has been concluded;

Delivery: the moment at which the sold Goods are delivered by or on behalf of the Seller to the Buyer;

Agreement: the agreement between Auctivo and a Provider under which Auctivo offers the SaaS Service;

Platform: the online platform environment in which Auctivo provides (certain) functionalities to a User;

Platform Terms: these general terms and conditions for the use of the Platform, the Bidding Process, and the sale of Goods;

Registration: the registration with Auctivo to be allowed to use (certain functionalities of) the Platform, which takes place in the manner prescribed by Auctivo and with the required information;

SaaS Service: the facilitation of a Platform provided by Auctivo as a SaaS service and related activities;

Specific Terms of Sale: specific terms and conditions of sale;

Reflection Period: the period within which the Provider can consider whether or not to Award;

Seller: the Provider with whom a Purchase Agreement has been concluded;

Article 2 - Applicability

2.1 These Platform Terms apply to every use of the Platform and to all activities performed by Auctivo under an Agreement. By using the Platform, each User accepts the applicability of these Platform Terms with respect to Auctivo and (potentially by irrevocable third-party clause) to every other User. Any general or specific conditions used by a User are expressly rejected by Auctivo.

2.2 In addition to these Platform Terms, Auctivo may declare special conditions applicable. In the event of a conflict between the special conditions and the Platform Terms, the special conditions shall prevail.

2.3 These Platform Terms also include General Terms of Sale applicable between a Seller and a Buyer, unless deviated from in the Specific Terms of Sale. Any conditions used by the Buyer are expressly rejected by the Seller.

2.4 A Seller may declare Specific Terms of Sale applicable, which, in the event of a conflict, prevail over the General Terms of Sale.

2.5 Auctivo reserves the right to amend the Platform Terms at any time. The version applicable is the one in force at the time of the User’s login.

Article 3 - Registration

3.1 Access to the Platform requires Registration, where the User must register in the manner prescribed by Auctivo and create a User Account. Auctivo may impose additional conditions on Registration at any time.

3.2 The User Account is personal. The User guarantees their own authority. Only the person in whose name a User Account is created may use it. However, employees may use the account if authorized, and are deemed authorized to act on behalf of the User. The User is responsible and liable for all actions taken via their User Account.

3.3 If an individual creates a User Account on behalf of a legal entity or company, that person guarantees their authority to represent the entity.

3.4 The Provider is (jointly) liable to Auctivo and must indemnify Auctivo for any actions or omissions by the Provider.

3.5 A User may not transfer any rights related to the use of the Platform to a third party without Auctivo’s consent.

3.6 The User guarantees that all registration data is complete and accurate. If data changes, the User must notify Auctivo immediately.

3.7 The Bidder agrees that registration data may be shared with the Provider and/or involved third parties.

3.8 The Platform is only for business use and not for consumers. The Bidder declares to be a business user acting in a professional capacity. Consumers are not allowed to use the Platform.

3.9 A Bidder is not allowed to use the Platform if insolvent, in bankruptcy, under moratorium, in a WHOA procedure, or similar foreign process. By using the Platform, the Bidder guarantees no such situation exists.

3.10 The combination of username and password is considered valid identification for all actions. Any declarations made or received through the Platform are deemed to have been made by the User.

3.11 Auctivo may block or terminate a User Account at any time for its own reasons.

3.12 Auctivo may impose additional restrictions, such as a maximum number of users or data limits.

Article 4 - Use of the Platform

4.1 The Platform is provided by Auctivo on a non-exclusive basis as a SaaS service 'as is', subject to these Platform Terms.

4.2 Use of the Platform must not conflict with these Platform Terms. Auctivo may impose additional conditions on any use.

4.3 Users may access and use (certain functionalities of) the Platform only for the period and extent authorized by Auctivo, and in compliance with these Platform Terms. Auctivo may withdraw such authorization at any time.

4.4 With Auctivo’s permission, a Provider may authorize a Bidder or other User to access a Data Room and/or submit a Bid on Goods the Provider intends to sell. Auctivo may attach conditions or revoke this authorization at any time.

4.5 A User may only use (functionalities of) the Platform for the specific purpose granted by Auctivo and not for other purposes.

4.6 Auctivo may deny any User access to the Platform at any time, even if the Provider has granted access. The Provider may also revoke access to any previously authorized User.

4.7 Auctivo and the Provider may deny a Bidder access to a Data Room and exclude them from the bidding process at any time. Access to a Data Room is limited to the duration specified.

4.8 Use of the Platform is subject to a 'fair use' policy. Auctivo may impose further limits at any time.

4.9 Users must exercise due care, refrain from granting unauthorized access, and not spread viruses or harmful software on the Platform.

4.10 Users are not allowed to reverse-engineer, decompile, hack, disassemble, modify, copy, disrupt, or disable any functionalities of the Platform.

4.11 Auctivo accepts no responsibility or liability for improper use of the Platform.

4.12 Each User uses the Platform at their own risk. Auctivo does not guarantee the Platform's suitability for any particular purpose.

4.13 Auctivo determines the version policy of the Platform and may add, modify, or remove functionalities at its discretion.

4.14 Auctivo is not responsible for interoperability. Users must ensure suitable browsers and internet connections.

4.15 Issues and support questions may be reported to a contact person designated by Auctivo.

Article 5 - Fee for Use of the Platform

5.1 Auctivo does not charge Bidders for the use of (certain functionalities of) the Platform, unless explicitly stated otherwise on the Platform.

Article 6 - Security

6.1 Auctivo will make reasonable efforts to implement technical and organizational measures to secure the Platform and Content. Users remain responsible for preventing unauthorized access to their accounts. If security is compromised, Users must inform Auctivo immediately, both by phone and in writing (including email).

6.2 Users must adequately secure their systems and infrastructure, and maintain up-to-date antivirus software and systems. They must also take measures to prevent unauthorized access to Content.

6.3 Users may not disable or bypass technical protections designed to safeguard the Platform or its Content. Upon request, Users must cooperate with Auctivo investigations into compliance with these Platform Terms.

Article 7 - Activity Logging and Reporting

7.1 Auctivo is entitled to log all User activity on the Platform, especially Data Room usage, and provide this information to the Provider and/or its representatives. This information may serve as evidence of data access, download, or printing.

9.12 Auctivo does not guarantee that the Bidding Process complies with legal requirements for (foreclosure) sales, especially in the case of enforcement by a pledgee or mortgagee. Providers are solely responsible for complying with applicable legal requirements to establish a valid Purchase Agreement and transfer ownership.

Article 10 - After the Bidding Process

10.1 After the Bidding Process, the Provider will decide on the Award within the Reflection Period. Unless otherwise stated, this period ends 10 working days after the close of the Bidding Process. The Provider may Award to a Bidder other than the highest bidder. If no Award occurs within the Reflection Period, it is assumed that no Award will be made.

10.2 A Purchase Agreement is only concluded after an Award, or if mandatory legal requirements apply, after those are fulfilled. Providers are not obliged to make an Award, nor to Award to the highest Bidder. Providers may impose conditions or decide not to Award at their discretion. If an Award leads to a Purchase Agreement, the General Terms of Sale or the Specific Terms of Sale (if applicable) will govern the agreement.

10.3 The awarded Bidder must cooperate in the execution of the Purchase Agreement. If formalities are required, the Bidder must comply within the deadline set by the Seller.

10.4 Auctivo is not involved in concluding any Purchase Agreement between a Seller and the awarded Buyer.

10.5 Auctivo is not a party to the Purchase Agreement. It does not sell Goods, but merely facilitates the Platform functionalities.

10.6 Auctivo does not guarantee that the use of the Platform will result in a Purchase Agreement, nor that the provisions of these Platform Terms are legally enforceable at all times.

Article 11 - General Terms of Sale

11.1 Unless otherwise stated in Specific Terms of Sale, the General Terms of Sale in this article apply to all Purchase Agreements. Any conditions from the Buyer are expressly rejected.

11.2 Goods are sold and delivered 'as is, where is', meaning in their current condition. The Seller provides no warranties regarding the Goods.

11.3 All liability of the Provider/Seller and their staff towards the Buyer/Bidder is excluded, except in cases of intent or deliberate recklessness. If liability is legally determined, it is limited to the amount covered and paid out by the liability insurer.

11.4 Unless performance is permanently impossible, the Seller is only liable for breach if the Buyer issues a written notice of default, granting a reasonable period to remedy the breach, and the Seller fails to do so. The notice must describe the shortcoming in sufficient detail.

11.5 Seller/Provider liability for indirect damages is excluded, including but not limited to: loss of profit, revenue, goodwill, missed savings, business interruption, or data loss.

11.6 Delivery of Goods is effected by granting possession, unless the law requires other forms of transfer. Ownership transfers upon Delivery, assuming all conditions and payments are met. In the case of bankruptcy sales, ownership transfers only after approval by the supervisory judge.

11.7 Any agreed delivery time starts once the Buyer has provided all necessary information. Delivery times are not strict deadlines unless expressly agreed otherwise in writing, except for payment terms which are always strict.

11.8 Risk passes to the Buyer upon Delivery. If dismantling is required, the Buyer must handle it professionally and at their own risk and cost. Damage caused during dismantling must be compensated upon request. Risk passes either at Delivery or when the Buyer fails to cooperate with Delivery.

11.9 Delivery is conditional upon full payment of the Purchase Price and all other amounts owed by the Buyer.

11.10 The Seller may deliver Goods in parts and invoice separately, unless partial delivery has no independent value.

11.11 The Purchase Price must be paid within the deadline set by the Seller. If no deadline is set, payment is due within seven days of Award. Payment must be made without deductions or suspension.

11.12 If the Buyer fails to pay within the set period, they are in default by operation of law. Interest is due from that moment at the statutory rate plus 2%, or at the statutory commercial interest if the agreement qualifies as a commercial transaction.

11.13 If the Buyer breaches these Platform Terms, especially this article, the Seller may dissolve the Purchase Agreement by written notice, without owing damages and without prejudice to any other rights. This also applies if, after the sale, the Seller learns of circumstances that justify doubts about the Buyer’s ability to meet obligations, or in case of bankruptcy, moratorium, or proposed debt settlements.

Article 12 - Confidentiality

12.1 Each User commits to treating the Content in a Data Room as strictly confidential. This confidentiality obligation does not apply if disclosure is required by court order or legal obligation. In such cases, the User must inform the Provider and Auctivo immediately—preferably beforehand—and disclose only on a need-to-know basis. The User is liable for damages resulting from any breach of this obligation or any other provision of these Platform Terms. Users may be required to sign a separate confidentiality agreement before accessing certain functionalities like the Data Room. Furthermore, Users must destroy Content upon request by the Provider or Auctivo and are prohibited from making copies of Content without the Provider's explicit permission.

Article 13 - Intellectual Property Rights

13.1 All intellectual property rights to the Platform and the SaaS Service, including all related results, are exclusively held by Auctivo, its licensors, or its suppliers. No rights are transferred. Users receive only a non-exclusive, revocable, and limited right to use (certain functionalities of) the Platform in accordance with the Platform Terms.

13.2 All intellectual property rights to Content provided via the Platform by or on behalf of a Provider remain with the Provider, its licensors, or third parties.

13.3 Bidders may not remove or alter any confidentiality, copyright, trademark, trade name, or other intellectual property notices related to the Platform or Content.

Article 14 - Liability

14.1 Auctivo (including its employees) is not liable to any User for damages related to the SaaS Service or Platform use, except in cases of intent or gross negligence by Auctivo or its managers. If liability is legally established, it is limited to the amount paid out by the liability insurer. If no payment is made or the damage is not covered, liability is limited to the net invoice amount charged to the User for Platform use.

14.2 Liability for breach only arises if Auctivo is given written notice of default, with a reasonable period to remedy the failure, and Auctivo fails to comply within that period. The notice must detail the shortcoming clearly.

14.3 Auctivo is not liable for indirect damages, including lost profits, lost turnover, reduced goodwill, missed savings, business interruption, or data loss.

14.4 Auctivo is not liable for damages arising from incorrect or incomplete data provided by or on behalf of the Provider, including Content inaccuracies.

14.5 Auctivo is not liable for damages arising from incorrect or incomplete data provided by the Bidder or any other User.

14.6 To the extent legally permitted, Auctivo is not liable for damages caused by auxiliary persons or resources it uses.

14.7 Any claim against Auctivo lapses if not exercised within three months of the event that gave rise to the claim.

Article 15 - Indemnification

15.1 The Provider shall indemnify and hold Auctivo harmless upon first request from all damages and third-party claims related to the Provider’s use of the Platform, including claims resulting from acts or omissions by the Provider or third parties engaged by them, including employees.

15.2 The Bidder guarantees that third parties have no claims against Auctivo relating to the Bidder’s use of the Platform. The Bidder shall indemnify and hold Auctivo harmless from all such damages and claims, including those arising from acts or omissions by the Bidder or their representatives, including employees.

Article 16 - Force Majeure

16.1 In cases of force majeure, Auctivo’s obligations are suspended for the duration of the force majeure event, without liability for any damages.

16.2 If the force majeure lasts more than thirty (30) days, the Provider may terminate the Agreement with Auctivo by registered letter.

16.3 Force majeure includes, but is not limited to: employee illness, staff shortages, strikes, failures by suppliers or third parties, data loss, technical failures, power outages, server or network disruptions, cyberattacks, theft, fire, government actions, and pandemics.

Article 17 - Personal Data Processing

17.1 If personal data is processed, the provisions of the privacy policy apply. This policy is available via Auctivo’s homepage and/or the Platform.

Article 18 - Governing Law and Disputes

18.1 These Platform Terms are governed by Dutch law, excluding international private law rules.

18.2 Disputes related to the Platform or the SaaS Service shall be submitted to the competent court in Auctivo’s place of business in the first instance.

Article 19 - Final Provisions

19.1 The User waives any right to annul, dissolve, or otherwise challenge these Platform Terms, except as explicitly permitted. Deviations in General or Specific Terms of Sale only apply between the Seller and the Buyer.

19.2 These Platform Terms may be drafted in multiple languages. In case of discrepancies, the Dutch version prevails.

19.3 If any provision is void, voidable, or otherwise unenforceable, the remaining provisions remain in effect. The invalid provision shall be replaced by a valid one that best reflects its intent.