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Terms & Conditions

Ipanema International

Version 1.0 – May 2026

Article 1 — Definitions

In these Terms & Conditions, the following definitions shall apply:

1.1  Contractor

The company or business operating under the name Ipanema International, established in Amsterdam, The Netherlands, registered with the Dutch Chamber of Commerce under registration number 97934704.

1.2  Client

Any natural person, legal entity, investor, company or affiliated entity purchasing services from the Contractor.

1.3  Services

All services performed by the Contractor, including but not limited to:

  • consultancy;
  • strategic advisory;
  • international market entry;
  • commercial guidance;
  • introductions;
  • sourcing;
  • business development;
  • networking services;
  • negotiations;
  • real estate-related support;
  • commercial intermediation;
  • deal sourcing;
  • investment introductions;
  • support with international transactions.

1.4  Third Parties

Any external party including:

  • brokers;
  • notaries;
  • attorneys;
  • consultants;
  • investors;
  • banks;
  • financial institutions;
  • developers;
  • governmental authorities;
  • local partners;
  • intermediaries.

1.5  Transaction

Any direct or indirect agreement, investment, purchase, sale, cooperation, financing, joint venture, participation or commercial relationship resulting from the Contractor’s activities or introductions.

Article 2 — Applicability

2.1  These Terms & Conditions apply to all:

  • quotations;
  • agreements;
  • assignments;
  • offers;
  • services;
  • follow-up assignments;
  • legal relationships between the parties.

2.2  Deviations from these Terms & Conditions shall only be valid if confirmed in writing by the Contractor.

2.3  Any general terms and conditions of the Client are expressly rejected.

2.4  If any provision is found to be invalid or unenforceable, the remaining provisions shall remain fully effective.

Article 3 — Nature of the Services

3.1  The Contractor performs its services solely on a best-efforts basis and explicitly not on the basis of guaranteed results.

3.2  The Contractor acts exclusively as:

  • consultant;
  • advisor;
  • commercial intermediary;
  • strategic facilitator;
  • business introducer.

3.3  The Contractor is not:

  • a notary;
  • attorney;
  • tax advisor;
  • financial advisor;
  • investment advisor;
  • bank;
  • regulated financial intermediary;
  • regulated real estate broker, unless otherwise agreed in writing and legally permitted.

3.4  Any local real estate activities or regulated services shall be carried out by independent authorized third parties.

3.5  All information provided is of a general commercial nature only and shall not be considered:

  • legal advice;
  • financial advice;
  • investment advice;
  • tax advice;
  • investment recommendation.

3.6  The Client remains fully responsible at all times for:

  • its own investment decisions;
  • due diligence;
  • legal review;
  • tax assessment;
  • verification of ownership;
  • permits and licenses;
  • compliance obligations;
  • local regulations;
  • transaction risks.

Article 4 — Formation of Agreement

4.1  All offers and quotations are non-binding unless stated otherwise in writing.

4.2  An agreement is formed once:

  • the Client provides written approval;
  • the Client makes actual use of the services;
  • the Contractor commences work.

4.3  The Contractor reserves the right to refuse or terminate assignments without stating reasons.

Article 5 — Fees and Success Fees

5.1  Compensation may consist of:

  • fixed fees;
  • retainers;
  • consultancy fees;
  • hourly rates;
  • commissions;
  • success fees;
  • combinations thereof.

5.2  Unless agreed otherwise in writing, all amounts are exclusive of:

  • VAT;
  • local taxes;
  • transaction costs;
  • external expenses;
  • banking fees.

5.3  If a success fee has been agreed, entitlement thereto arises once a Transaction is completed directly or indirectly.

5.4  A success fee shall remain payable if a Transaction is completed wholly or partially:

  • with a party introduced by the Contractor;
  • with affiliated entities of such party;
  • through intermediaries;
  • through family members;
  • through holding companies;
  • through trusts;
  • through investment vehicles;
  • through related parties;
  • within 24 months after introduction.

5.5  The Contractor shall remain entitled to full compensation regardless of:

  • changes in transaction structure;
  • changes in ownership;
  • partial implementation;
  • delayed closing;
  • indirect involvement.

Article 6 — Non-Circumvention

  1. The Client shall not, during the term of the agreement and for 24 months thereafter, enter into direct or indirect transactions with parties introduced by the Contractor without the Contractor’s prior written consent.
  2. The Client is prohibited from:
    • directly approaching the Contractor’s contacts;
    • structuring transactions outside the Contractor;
    • commercially exploiting introductions without compensating the Contractor.
  3. In case of violation, the Client shall immediately owe a directly payable penalty equal to:
    • the agreed success fee; or
    • in absence thereof: 15% of the total transaction value, with a minimum of EUR 25,000.
  4. This provision does not affect the Contractor’s right to claim additional damages.

Article 7 — Engagement of Third Parties

  1. The Contractor is entitled to engage third parties in connection with the Services.
  2. The Contractor shall not be liable for:
    • errors;
    • negligence;
    • fraud;
    • misrepresentation;
    • shortcomings;
    • insolvency;
    • breach of obligations by third parties.
  3. Costs incurred through third parties may be charged to the Client.

Article 8 — International Transactions and Brazil

    1. The Client acknowledges that international transactions involve increased risks.

 

    1. Such risks include but are not limited to:

      • political risks;
      • currency risks;
      • legal uncertainties;
      • ownership disputes;
      • administrative restrictions;
      • corruption risks;
      • tax changes;
      • permit procedures;
      • local regulations.
 

    1. The Contractor provides no guarantees regarding:

      • ownership titles;
      • legality of real estate;
      • permits;
      • revenues;
      • returns;
      • market developments;
      • reliability of third parties.
 

  1. The Client is required to independently obtain legal, tax and technical advice within the relevant jurisdiction.

Article 9 — Payment

  1. Invoices must be paid within 14 days of the invoice date unless agreed otherwise in writing.
  2. In the event of late payment, the Client shall be in default by operation of law.
  3. Statutory commercial interest shall become due from the date of default.
  4. All collection costs, legal expenses and other costs shall be borne entirely by the Client.
  5. The Contractor has the right to immediately suspend Services in the event of payment arrears.
  6. Payments made by the Client shall first be applied toward:
    • interest;
    • costs;
    • oldest outstanding invoices.

Article 10 — Compliance, AML & KYC

  1. The Client represents and warrants compliance with:
    • anti-money laundering legislation (AML);
    • sanctions regulations;
    • anti-corruption laws;
    • tax regulations;
    • applicable international laws and regulations.
  2. The Contractor reserves the right to request additional documentation relating to:
    • identity;
    • Ultimate Beneficial Owners (UBOs);
    • source of funds;
    • compliance obligations;
    • transaction purposes.
  3. The Contractor may immediately terminate assignments upon suspicion of:
    • money laundering;
    • fraud;
    • corruption;
    • sanctions violations;
    • illegal activities;
    • reputational risks.
  4. The Contractor shall not be liable for damages arising from compliance checks or termination under this Article.

Article 11 — Confidentiality

  1. The parties undertake to maintain strict confidentiality regarding all confidential information.
  2. Confidential information includes but is not limited to:
    • commercial information;
    • investment information;
    • contact details;
    • transaction details;
    • pricing arrangements;
    • strategies;
    • documents;
    • analyses.
  3. This obligation shall survive termination of the agreement.

Article 12 — Intellectual Property

  1. All documents, analyses, presentations, strategies, databases, contacts, models and know-how remain the property of the Contractor.
  2. Without prior written consent, these may not be:
    • copied;
    • distributed;
    • shared;
    • commercially exploited.

Article 13 — Privacy

  1. The Contractor processes personal data in accordance with applicable privacy laws, including the GDPR.
  2. The Client indemnifies the Contractor against third-party claims arising from unlawful provision of personal data by the Client.
  3. The Contractor’s Privacy Policy forms an integral part of these Terms & Conditions.

Article 14 — Liability

  1. Any liability of the Contractor shall be limited to the amount paid by the Client to the Contractor during the preceding 6 months, with an absolute maximum of EUR 10,000.
  2. The Contractor shall never be liable for:
    • indirect damages;
    • consequential damages;
    • loss of profits;
    • missed investments;
    • reputational damage;
    • tax damages;
    • currency losses;
    • loss of data;
    • missed opportunities;
    • damages caused by third parties.
  3. The Contractor shall not be liable for inaccuracies in information originating from third parties.
  4. Any claim shall lapse unless submitted in writing within 30 days.
  5. The Client indemnifies the Contractor against claims by third parties arising from work performed for the Client.

Article 15 — Force Majeure

  1. Force majeure means any circumstance beyond the reasonable control of the Contractor.
  2. This includes but is not limited to:
    • war;
    • political instability;
    • sanctions;
    • pandemics;
    • strikes;
    • government measures;
    • cyberattacks;
    • power outages;
    • internet failures;
    • currency crises;
    • transportation disruptions.
  3. During force majeure, obligations shall be suspended.
  4. If force majeure continues for more than 60 days, either party may terminate the agreement without liability for damages.

Article 16 — Suspension and Termination

    1. The Contractor may immediately suspend or terminate Services if:

      • the Client defaults;
      • payment remains outstanding;
      • compliance risks arise;
      • reputational damage threatens;
      • laws or regulations require such action.
 

    1. Services already performed remain fully payable.

 

  1. Obligations intended by nature to survive termination shall remain in force, including:

    • payment obligations;
    • confidentiality;
    • limitations of liability;
    • non-circumvention;
    • intellectual property rights.

Article 17 — Governing Law and Jurisdiction

1. All legal relationships shall be governed exclusively by Dutch law.

 

2. Any disputes shall be exclusively submitted to the competent court in Amsterdam, the Netherlands.

 

3. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

Article 18 — Final Provisions

  1. The Contractor reserves the right to amend these Terms & Conditions.
  2. Amended Terms & Conditions shall enter into force once:
    • published on the website; or
    • provided to the Client in writing.
  3. The most recent version of the Terms & Conditions shall always apply.

Ipanema International

Staverdenplein 4

1107LG Amsterdam

The Netherlands

 

Dutch CoC: 97934704

VAT: NL005298613B84

 

contact@ipanemarealestate.com

ipanemarealestate.com

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