B2B partner terms

Article 1 – Definitions

1. Conditierapport: the legal operator of the Conditierapport.nl platform.
2. Partner: the business or professional entering into a business relationship with Conditierapport.
3. Platform: the website, software, dashboards, report viewer, partner environment and other digital functionality.
4. Condition report: the digital property report containing available property information, building-related points of attention and any recommendations.
5. White-label: offering or presenting platform elements or reports in the partner's branding.
6. Lead: a person who has lawfully expressed interest in a service or contact request.
7. Report credits: digital credit purchased in advance for report orders.
8. Partner terms: these terms including the agreed commercial appendices.

Article 2 – Applicability and formation

1. These terms apply exclusively to business partners acting in the course of their profession or business.
2. Cooperation begins after Conditierapport has accepted the partner registration and the partner has accepted the applicable terms.
3. Additional written agreements take precedence over these terms insofar as they expressly conflict with them.
4. The partner's purchasing terms do not apply unless otherwise agreed in writing.
5. Conditierapport makes these terms available electronically before or when the agreement is concluded, in a manner allowing storage and subsequent consultation.

Article 3 – Nature of the cooperation

1. Conditierapport provides a digital platform through which partners can request, manage, present and share property reports.
2. Depending on the selected package, the partner may have access to a dashboard, white-label order page, marketing materials, report credits, lead insights and other functionality.
3. Cooperation is non-exclusive unless otherwise agreed in writing.
4. The parties remain independent businesses. No employment relationship, franchise relationship, partnership or authority to represent the other party arises.
5. The partner may not legally bind Conditierapport without prior written authorisation.

Article 4 – Partner registration and account management

1. The partner provides accurate and up-to-date business and contact details.
2. Conditierapport may verify the partner's identity, professional capacity and business registration.
3. The partner is responsible for employees who gain access under its account.
4. Wherever possible, each employee receives a personal account with appropriate permissions.
5. The partner reports unauthorised access or suspected misuse without delay.
6. Conditierapport may restrict access where necessary for security, fraud, unlawful use or serious contractual breach, taking proportionality into account.

Article 5 – White-label use

1. Conditierapport may permit the partner to present reports, order pages and marketing materials with its own logo, colours and contact details.
2. The partner grants Conditierapport a non-exclusive licence to supplied logos and branding elements as necessary for the cooperation.
3. The partner warrants that it is authorised to use these materials.
4. White-label presentation does not automatically change the identity of the contractual report supplier.
5. Relevant order pages and documents must clearly identify the party supplying the service and the party responsible for data processing.
6. The partner may not change report content, building-related conclusions or quality assessments without Conditierapport's prior consent.
7. Conditierapport retains the rights to the software, reporting methodology, templates and its own designs.

Article 6 – Report requests and services

1. The partner may request reports through the designated ordering processes.
2. The partner is responsible for the accuracy of the information it provides.
3. Conditierapport determines the substantive assessment methodology and quality criteria.
4. Reports may be compiled using available property information, automated analyses and human quality review.
5. A condition report is not an on-site building inspection unless expressly agreed separately.
6. The partner may not give customers broader guarantees about the completeness, accuracy or scope of the report than those provided by Conditierapport itself.
7. A partner may not influence the independent building assessment.

Article 7 – Report credits

1. Conditierapport may offer partners the option to purchase report credits in advance.
2. The current credit balance is displayed in the partner dashboard.
3. The applicable number of credits is deducted upon a valid order.
4. Credits required per report and any volume discounts are disclosed in advance.
5. Deductions are recorded in an auditable transaction log.
6. Technical errors or unjustified duplicate deductions are corrected.
7. Any expiry periods for paid credits must be clearly agreed before purchase.
8. Upon termination, unused paid credits are handled under the credit terms agreed in advance. In their absence, automatic expiry is not assumed.
9. Promotional credits provided free of charge may be subject to separate terms.

Article 8 – Subscriptions and business rates

1. Conditierapport may offer different partner packages.
2. The applicable price, billing period, duration, notice period and included functionality are recorded at registration or in a separate agreement.
3. All business rates are stated excluding VAT unless expressly indicated otherwise.
4. Additional services may be charged separately.
5. Price changes for ongoing subscriptions are announced in good time and may only take place under the agreed change provisions.
6. In the event of a materially adverse change without an objective ground already agreed, the partner may terminate the relevant agreement before the change takes effect.

Article 9 – Postpaid services and invoicing

1. Postpaid services are available only after activation by Conditierapport.
2. Conditierapport may set a business credit limit.
3. The partner receives invoices according to the agreed billing period.
4. The standard payment term is fourteen days from the invoice date unless otherwise agreed.
5. In the event of late payment, Conditierapport may charge statutory commercial interest and reasonable collection costs after the applicable notice of default or where default arises by operation of law.
6. Postpaid services may be suspended in the event of serious payment arrears.
7. Disputed invoice items are investigated carefully; a dispute about one item does not automatically release the partner from paying undisputed amounts.

Article 10 – Lead generation and commercial cooperation

1. Conditierapport may offer partners the opportunity to receive relevant customer or advisory requests.
2. Lead availability depends on actual customer behaviour, applicable consent and other legal bases.
3. Conditierapport does not guarantee a minimum number of leads or assignments.
4. The partner may process personal data received only for the purposes for which it was lawfully provided.
5. The partner may not resell data without an independent legal basis or use it for incompatible purposes.
6. The partner respects withdrawals of consent, opt-outs and other applicable privacy rights.
7. Any exclusivity, service areas or allocation rules are agreed separately.

Article 11 – Lead fees

1. Lead fees or other commercial fees may apply to certain services.
2. The fee per service is recorded in advance in the partner dashboard or commercial agreement.
3. The agreement specifies when a fee becomes payable, for example upon a valid lead, accepted assignment or completed service.
4. Cancellations, duplicate leads, invalid requests and chargebacks are handled under the rules agreed in advance.
5. Conditierapport may provide a transparent settlement statement.
6. Fees are applied only where compatible with applicable law, professional rules and any transparency obligations towards consumers.
7. Neither party may present a fee as independent advice where it creates a relevant commercial interest that must be disclosed.

Article 12 – Customer relationships and data

1. An existing customer relationship of the partner remains a business relationship of the partner.
2. A consumer independently ordering a report from Conditierapport does not automatically become an exclusive customer of an affiliated partner.
3. Neither party acquires ownership of personal data in a legal sense.
4. Each party processes personal data solely on the basis of its own applicable legal basis and role under the GDPR.
5. The partner has no access to reports, property searches or customer data beyond its entitlement.
6. The consumer retains the ability to manage and revoke shared platform access.
7. This provision does not restrict any legally required data retention by a partner.

Article 13 – GDPR and privacy responsibilities

1. The parties comply with the GDPR and other applicable privacy legislation.
2. For processing where each party independently determines the purposes and means, they act as separate controllers.
3. Where the parties jointly determine purposes and essential means, they record their responsibilities in an arrangement under Article 26 GDPR.
4. Where one party processes personal data solely on the other's instructions, they conclude a processing agreement under Article 28 GDPR before that processing begins.
5. The actual processing determines the privacy role; the designation in these terms is not decisive.
6. The parties provide reasonable cooperation on data subject requests and privacy incidents affecting their cooperation.
7. Each party takes appropriate technical and organisational security measures.

Article 14 – Security and data breaches

1. The parties protect access credentials and personal data against unauthorised access.
2. A party reports a security incident that may affect the other party or shared personal data without undue delay after becoming aware of it.
3. Where available, the notification contains the nature of the incident, affected data, possible consequences and measures taken.
4. The parties cooperate in investigation and recovery.
5. Statutory duties to notify regulators and data subjects remain with the responsible party.
6. Where a separate processing agreement applies, its incident deadlines also apply.

Article 15 – Property photographs and third-party intellectual property

1. The parties respect copyright, database rights and other third-party rights.
2. The partner supplies only photographs and other materials it may lawfully provide for the agreed use.
3. Public availability of property photographs does not automatically mean they may freely be copied, stored, edited or published.
4. Conditierapport is responsible for lawful use of source materials it independently collects or processes.
5. The partner is responsible for the lawfulness of materials it supplies and the accompanying instructions.
6. The parties cooperate on justified complaints from rights holders.
7. Any indemnification obligation applies only insofar as the damage actually results from an attributable breach by the relevant party and legal recovery is possible.

Article 16 – Marketing and brand use

1. Conditierapport may offer partners marketing templates, QR codes, campaign pages and promotional materials.
2. The partner may use these within the applicable licence and branding guidelines.
3. The partner may not publish misleading or unfounded claims about reports, leads or commercial returns.
4. The partner remains responsible for its own advertising and compliance with commercial communication rules.
5. Use of each other's name or logo in public reference lists requires agreed authority or consent.
6. After termination, brand references no longer permitted are removed within a reasonable period.

Article 17 – Independence and conflicts of interest

1. The building-related content of a condition report is prepared independently of commercial lead interests.
2. Partners may not exert pressure to alter findings in favour of a property sale.
3. Any lead fees must not influence the substantive assessment.
4. Partners are responsible for complying with their professional rules, duties of care and transparency obligations.
5. In the event of a relevant conflict of interest, the parties inform each other and take appropriate measures.

Article 18 – Availability, maintenance and changes

1. Conditierapport endeavours to keep the platform available and secure to a professional standard.
2. Maintenance, security updates and faults may cause temporary interruptions.
3. Planned significant changes are announced in advance where reasonably possible.
4. Conditierapport may improve, replace or phase out functionality.
5. A substantial reduction of contractually promised functionality is permitted only within the agreed change provisions.
6. Specific availability guarantees or service levels apply only where a separate SLA has been agreed.

Article 19 – Confidentiality

1. The parties treat confidential business information, commercial arrangements, technical information and non-public customer information confidentially.
2. Confidential information is used solely to carry out the cooperation.
3. This obligation does not apply to information lawfully public, independently developed or required to be disclosed by law.
4. The duty of confidentiality continues after termination for as long as the information remains confidential, subject to any separately agreed period.

Article 20 – Intellectual property

1. All rights to software, source code, database architecture, reporting methodology, templates, document structure and proprietary platform materials remain with Conditierapport or its licensors.
2. The partner receives only a non-exclusive, non-transferable right of use for the duration and scope of the cooperation.
3. The partner may not unlawfully copy, reverse engineer, resell or make the platform available to third parties.
4. Rights to brands and proprietary materials supplied by the partner remain with the partner.
5. Rights to third-party material remain with the relevant rights holders.

Article 21 – Liability

1. Each party is liable for damage resulting from an attributable breach, within the limits of the law and this agreement.
2. To the extent permitted by law, Conditierapport's liability for direct damage per event is limited to the higher of:
   • €5,000; or
   • the amount the partner paid to Conditierapport in the twelve months preceding the event causing the damage.
3. Related events are considered a single event for this limit.
4. To the extent permitted by law, liability for indirect damage, including lost profits and missed commercial opportunities, is excluded.
5. These limitations do not apply to intent or deliberate recklessness by the liable party's management, nor where a limitation is not permitted by law.
6. Statutory liability towards data subjects under the GDPR is not excluded by these terms.
7. The partner remains responsible for its own professional practice and advice.

Article 22 – Indemnification

1. To the extent legally permitted, the partner indemnifies Conditierapport against third-party claims directly resulting from the partner's unlawful platform use, unauthorised supply of materials or unlawful commercial approaches.
2. Where separately agreed and legally permitted, Conditierapport indemnifies the partner against substantiated intellectual property infringement claims relating to platform software developed by Conditierapport itself.
3. The party facing a claim informs the other party in good time and reasonably cooperates in handling the claim.
4. Indemnification does not apply insofar as the damage is caused by the indemnified party's own conduct.

Article 23 – Duration and termination

1. Duration and notice periods follow from the selected partner package or separate agreement.
2. If no duration is agreed, cooperation is for an indefinite term and either party may terminate in writing with one month's notice.
3. Either party may terminate for a serious attributable breach after, where required, allowing a reasonable remedy period.
4. Immediate termination is possible where continuation cannot reasonably be required, including serious fraud or structural unlawful data processing.
5. Outstanding payment obligations remain payable after termination.

Article 24 – Consequences of termination

1. On termination, the right to use platform functionality no longer subscribed to ends.
2. For a reasonable period agreed in advance, the partner may request its own exportable business data insofar as it is entitled to it.
3. Conditierapport handles unused credits under Article 7 and the applicable commercial arrangements.
4. Reports already provided to consumers remain accessible in accordance with their own contractual rights and statutory obligations.
5. Personal data is deleted, returned or retained in accordance with applicable privacy roles, statutory retention duties and any processing agreement.
6. Confidentiality, payment obligations, intellectual property rights and provisions continuing by their nature remain in force.

Article 25 – Force majeure

1. A party is not liable for a failure insofar as it cannot be attributed to that party due to force majeure.
2. Force majeure may include circumstances beyond the relevant party's reasonable control, including serious infrastructure failures and government measures.
3. Ordinary capacity problems or foreseeable supplier problems do not automatically qualify as force majeure.
4. If force majeure lasts longer than sixty days, either party may terminate the affected part of the agreement in writing without prejudice to obligations already arising.

Article 26 – Changes to the terms

1. Conditierapport may amend these terms for future agreements.
2. Material changes to ongoing agreements are announced at least thirty days in advance unless an urgent legal or security reason requires a shorter period.
3. A partner may reject a materially adverse change not already contractually provided for by terminating the agreement before the effective date.
4. Accrued payment and other legal positions are preserved insofar as required by law or agreement.

Article 27 – Governing law and disputes

1. Dutch law applies to the cooperation.
2. The parties first try to resolve disputes through consultation.
3. Disputes are submitted to the Dutch court competent under the law unless a legally valid alternative choice of forum has been agreed.

Article 28 – Final provisions

1. If a provision is invalid, the remaining provisions remain in force.
2. Where possible, the parties replace an invalid provision with a valid arrangement reflecting the original purpose as closely as possible.
3. Transfer of the entire agreement to a third party requires prior written consent, subject to a legally valid agreed exception.
4. The commercial appendices form an integral part of the partner agreement.

Appendix A – Commercial partner arrangements

This appendix is completed per partner or partner category.

Appendix B – Privacy roles and data sharing

Complete for each data flow:

Conclude a separate processing agreement or joint responsibility arrangement where required.

Appendix C – Acceptance

Partner organisation: [Business name]
Chamber of Commerce number: [Complete]
Representative: [Name]
Date: [Date]
Terms version: 1.0

By electronic acceptance, the authorised representative confirms receipt and acceptance of the applicable B2B partner terms and agreed commercial appendices.