General Terms and Conditions of Roofmatch

RB Global B.V., also trading under the name Roofmatch and hereinafter referred to as “Roofmatch,” is established at Hoofdstraat 170D, 2171BL in Sassenheim, and registered with the Chamber of Commerce under number: 82844569.

‍

CHAPTER 1 – GENERAL

Clause 1. Definitions

In these General Terms and Conditions, the following terms shall have the meanings set out below, unless expressly stated otherwise:
General Terms and Conditions: The terms and conditions as set out herein.
Business: The Client, a legal entity or natural person, acting in the exercise of a profession or business (commercial client).
Consumer: The Client, a natural person, not acting in the exercise of a profession or business (private client).
Service: Any service provided by Roofmatch for the benefit of the Client.
Distance Service Provision: The Agreement between Roofmatch and the Client, whereby, within the framework of a system for distance service provision organised by Roofmatch, one or more means of distance communication (such as a website, telephone or other communication tools) are used exclusively when concluding the Agreement.
Client: The party who has accepted these General Terms and Conditions and has instructed Roofmatch to perform the Service. The term Client includes both Consumers and Businesses.
Agreement: Any agreement concluded between Roofmatch and the Client, aimed at the provision of Services.
Party: Roofmatch or the Client, jointly referred to as the “Parties.”
Roofmatch: RB Global B.V., trading under the name Roofmatch, registered with the Chamber of Commerce under number 82844569.
Fee: The financial compensation the Client must pay Roofmatch for the performance of the Services.

Clause 2. Applicability of the General Terms and Conditions

These General Terms and Conditions apply to every offer, quotation, and Agreement concluded between Roofmatch and the Client, as well as to the performance thereof, unless expressly and in writing deviated from by the Parties.
These General Terms and Conditions also apply to Agreements with Roofmatch in which third parties are engaged for the performance of the Agreement.
The applicability of any purchasing or other general terms and conditions of the Client is explicitly rejected.
In the event that one or more provisions of these General Terms and Conditions are found to be null and void or voidable, the remainder of the General Terms and Conditions shall remain in full force. Roofmatch and the Client shall consult to agree on new provisions to replace the null or voidable provisions.
Deviations from the Agreement and from these General Terms and Conditions shall only be valid if agreed in writing and explicitly with Roofmatch.
In all cases not provided for by these General Terms and Conditions, the Agreement shall be interpreted in the light of these General Terms and Conditions and according to reasonableness and fairness.

Clause 3. Offers and/or Quotations

All offers made by Roofmatch to the Client in the capacity of Consumer, not being a business, are without obligation, unless a period for acceptance is specified in the offer. If a period for acceptance is specified, the offer expires when this period has elapsed. The offer also expires at the moment Roofmatch withdraws the offer.
All quotations made by Roofmatch to the Client in the capacity of Business, not being a natural person (Consumer), are valid for the period stated in the quotation. The quotation expires when the stated period has elapsed.
Roofmatch cannot be bound by its offers and/or quotations if the Client, according to standards of reasonableness and fairness and common social practices, should have understood that the offer and/or quotation, or part thereof, contains an obvious mistake or clerical error. In such cases, no Agreement is formed.
If the Client’s acceptance deviates, whether or not on minor points, from the offer included in the offer and/or quotation, Roofmatch is not bound by it. In such cases, no Agreement is formed.
In the event Roofmatch provides the Client with a composite price quotation, Roofmatch is not obliged to perform part of the Services corresponding to part of the stated Fee.
All offers and/or quotations do not automatically apply to future Agreements.
The Client shall treat information from Roofmatch’s offer documents confidentially and may not use it for their own purposes or for the benefit of third parties, nor disclose it to third parties for the purpose of concluding the Agreement.

Clause 4. Formation, Duration, and Termination of the Agreement

The Agreement is concluded when the Client has accepted the offer and/or quotation in a timely manner before it has expired.
The Agreement may be concluded for a fixed term, unless the nature of the Agreement dictates otherwise or unless the Parties have expressly agreed otherwise in writing.
The Agreement may be terminated at any time by mutual consent. In the absence of mutual consent, the Agreement may be unilaterally terminated if the Counterparty is acting in the capacity of a natural person (Consumer). Termination must take place within 14 days after purchase. After this period, it is no longer possible to terminate the Agreement.
The Agreement cannot be terminated if the Counterparty is acting in the capacity of a Business, not being a natural person (Consumer).

Clause 5. Amendment of the Agreement

If, during the performance of the Agreement, it appears necessary for proper execution to amend or supplement the Agreement, Roofmatch shall inform the Client as soon as possible, including any financial consequences. The Parties shall then consult to adjust the Agreement accordingly.
Roofmatch shall not charge any additional costs if the amendment or supplement to the Agreement is due to circumstances attributable to Roofmatch.
Amendments or supplements to the original Agreement shall only be valid from the moment these amendments or supplements have been accepted in writing by the Parties.

Clause 6. Fees

Fees are expressed in euros, including VAT and other government levies, if the Counterparty is acting as a natural person (Consumer), not being a Business, unless otherwise stated.
Fees are expressed in euros, excluding VAT and other government levies, if the Counterparty is acting as a Business, not being a natural person (Consumer), unless otherwise stated.
Fees include additional costs such as travel, parking, and shipping expenses, unless otherwise stated.
If no explicit Fee has been agreed upon, the Fee will be determined based on the actual hours worked and Roofmatch’s usual hourly rates.
Roofmatch shall provide the Client in a timely manner, before the conclusion of the Agreement, with a breakdown or information enabling the Client to calculate any additional costs.

Clause 7. Changes to Fees

If Roofmatch agrees on a fixed Fee at the conclusion of the Agreement, Roofmatch is entitled to increase this Fee, even if the Fee was originally agreed without reservation at the time of concluding the Agreement.
If Roofmatch intends to change the Fee, it shall notify the Client as soon as possible, including the extent of the increase and the date on which the increase will take effect.
The Client is entitled to dissolve the Agreement if the Fee increase takes place within three months after concluding the Agreement, unless:
The Fee increase results from a power or obligation imposed on Roofmatch by law;
The Fee increase is due to a rise in the price of materials, parts, raw materials, wages, shipping costs, etc., or other grounds that were reasonably unforeseeable at the time of concluding the Agreement;
The Fee increase is caused by circumstances attributable to the Client;
Roofmatch remains willing to perform the Agreement based on the originally agreed Fee;
The Parties have agreed that the performance of the Agreement will commence on a date more than three months after the conclusion of the Agreement.

Clause 8. Distance Service Provision: Right of Withdrawal

The following provisions apply only to the Client in the capacity of Consumer.

In the case of Distance Service Provision, the Client (Consumer) has certain rights, including the right to withdraw from the Agreement within fourteen days after concluding the Agreement, without giving any reason. Withdrawal from the Agreement means that the Agreement is dissolved, the Client must return what has already been received (within fourteen days after notification of withdrawal), and Roofmatch must refund the Fee already paid (within fourteen days after receipt of the withdrawal notification).
The right of withdrawal does not apply to:
Services to be performed on a specific date or during a specific period;
Services for which the price is subject to fluctuations on the financial market beyond Roofmatch’s control and which occur within the withdrawal period;
Services that are performed within the withdrawal period with the Client’s prior consent;
Services of a personal nature;
Services tailor-made for the Client.
In the case of services where Roofmatch performs physical or personal tasks (including but not limited to Roofmatch Pro and Roofmatch Pro+), the right of withdrawal expires once the Service has started. For automated services (if any), the right of withdrawal remains fully applicable in accordance with the provisions in paragraphs 1 and 2.

Clause 9. Performance of Services

Roofmatch shall perform the Services to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
Roofmatch has the right to have certain tasks performed by third parties. The application of Clauses 7:404, 7:407 paragraph 2, and 7:409 of the Dutch Civil Code (Burgerlijk Wetboek) is expressly excluded.
Roofmatch undertakes an obligation of best efforts and not an obligation of result. No rights can be derived from this.
If the Agreement is executed in phases, Roofmatch has the right to invoice each completed part separately and demand payment for it. If and as long as this invoice is not paid by the Client, Roofmatch is not obliged to perform the next phase and has the right to suspend the Agreement.
The Client shall provide Roofmatch in a timely manner with all information, data, instructions, and documents necessary for the performance of the Agreement or which the Client reasonably ought to understand are necessary for the performance of the Agreement.
If the aforementioned information, data, instructions, and documents are not provided or not provided on time, Roofmatch has the right to suspend the performance of the Agreement. Any additional costs caused by the delay shall be borne by the Client.
The Client guarantees the completeness and accuracy of all information provided to Roofmatch by or on behalf of the Client.
The Client is obliged to inform Roofmatch immediately of facts and circumstances, or any changes thereto, that may be relevant to the performance of the Agreement.

Clause 10. Term of Performance

The performance of the Services shall take place within a period specified by Roofmatch. This period is indicative only and shall never be considered a strict deadline.
If Roofmatch requires information, data, instructions, or documents from the Client necessary for the performance of the Services, the performance period shall commence only after the Client has provided these to Roofmatch.
In case of exceeding the performance period, the Client must notify Roofmatch in writing of default, granting Roofmatch a reasonable period to perform the Services.
No notice of default is required if performance has become permanently impossible or if it otherwise appears that Roofmatch will not fulfill its obligations under the Agreement. If Roofmatch does not perform within this period, the Client has the right to terminate the Agreement without judicial intervention and/or claim damages.

Clause 11. Payment

Payment of the Fee shall be made by transfer to a bank account designated by Roofmatch, in a manner specified by Roofmatch and in the currency invoiced, unless otherwise agreed. Transfers shall be made by invoice or bank transfer.
Payment shall be made in advance if the Client acts in the capacity of a natural person (Consumer), not being a Business.
Payment shall be made afterwards if the Client acts in the capacity of a Business, not being a natural person (Consumer).
Payment afterwards must be made within 14 days after the invoice date.
The Fee must be paid timely without deduction, discount, or set-off. If the Client acts in the exercise of a Business, not being a natural person (Consumer), the Client is not entitled to suspend any payment obligation.
The Client is not entitled to deduct any amount owed on the grounds of a counterclaim raised by him/her.
Objections to the amount of the invoice do not suspend the payment obligation.
After 14 days past the invoice date, the Client is in default by operation of law without notice of default. From the moment of default, the Client owes interest of 2% per month on the due amount if acting in the capacity of a Business, not being a Consumer, unless the statutory (commercial) interest is higher. If the Client acts in the capacity of a natural person (Consumer), not being a Business, the statutory interest shall apply.
In the event of bankruptcy, suspension of payment, or guardianship of the Client, Roofmatch’s claims and the Client’s obligations towards Roofmatch shall become immediately due and payable.
Payments made by the Client shall always first be applied to settle all due interest and costs and subsequently to the oldest outstanding invoices, even if the Client states that the payment relates to a later invoice.

Clause 12. Collection Costs

If the Client is in default or fails to fulfil their obligations (on time), all reasonable costs incurred to obtain payment extrajudicially shall be borne by the Client. In the event that the Client acts in the capacity of a Business, not being a natural person (Consumer), these costs amount to 15% of the outstanding amount, with a minimum of EUR 250.
As far as the Client acts in the capacity of a Consumer, Roofmatch is only entitled to reimbursement of extrajudicial (collection) costs after Roofmatch has sent the Client a reminder following the default, requesting payment of the outstanding invoice(s) within fourteen days.

Clause 13. Suspension

If the Client fails to perform any obligation under the Agreement, fails to perform it fully, or fails to perform it on time, Roofmatch shall be entitled to suspend performance of its obligations corresponding to those of the Client. In the case of partial or improper performance, suspension shall only be permitted insofar as the failure justifies it.
In addition, Roofmatch is entitled to suspend the performance of its obligations if:
After the conclusion of the Agreement, Roofmatch becomes aware of circumstances that give good reason to fear that the Client will not fulfil their obligations;
The Client has been requested to provide security for the fulfilment of their obligations under the Agreement at the time of conclusion, and this security is not provided or is insufficient;
Circumstances arise that make performance of the Agreement impossible or that make continued maintenance of the Agreement unreasonable for Roofmatch.
In case of suspension, Roofmatch retains the right to claim damages.

Clause 14. Termination

If the Client fails to perform any obligation under the Agreement, fails to perform it fully, on time, or properly, Roofmatch shall be entitled to terminate the Agreement with immediate effect, unless the failure is of such minor importance that termination is not justified.
Furthermore, Roofmatch is entitled to terminate the Agreement with immediate effect if:
After the conclusion of the Agreement, Roofmatch becomes aware of circumstances that give good reason to fear that the Client will not fulfil their obligations;
The Client was requested to provide security for the fulfilment of their obligations under the Agreement at the time of conclusion, and such security is not provided or is insufficient;
Due to delay on the part of the Client, Roofmatch can no longer reasonably be expected to perform the Agreement under the originally agreed conditions;
Circumstances arise that make performance of the Agreement impossible or make it unreasonable to expect Roofmatch to continue the Agreement unchanged;
The Client is declared bankrupt, files for suspension of payments, applies for debt restructuring under the natural persons’ debt relief scheme, or is confronted with a seizure of all or part of their property;
The Client is placed under guardianship;
The Client passes away.
Termination of the Agreement shall be effected by written notification to the Client, without judicial intervention.
If the Agreement is terminated, all claims of Roofmatch against the Client shall become immediately due and payable.
If Roofmatch terminates the Agreement based on the above grounds, Roofmatch shall not be liable for any costs or damages. If the termination is attributable to the Client, the Client shall be liable for any damages suffered by Roofmatch.

Clause 15. Force Majeure

If Roofmatch fails to perform any obligation under the Agreement, either fully, timely, or properly, this constitutes a breach on its part. However, Roofmatch cannot be held responsible for such a breach if it is not due to its fault, nor by operation of law, legal act, or generally accepted views in commerce. In such cases, force majeure applies. In the event of force majeure, both Parties are released from the obligation to fulfil their duties under the Agreement.
In these General Terms and Conditions, force majeure shall include, in addition to what is understood in law and jurisprudence, all external causes, foreseen or unforeseen, beyond Roofmatch’s control, which prevent Roofmatch from fulfilling its obligations. This includes, but is not limited to, fire, power outages, internet or telecommunications infrastructure failures or disruptions, domestic unrest, cyberattacks, hacking, extreme temperature fluctuations, natural disasters, war, transport blockades, strikes, epidemics and pandemics, lockouts, business disruptions, supply chain delays, flooding. Roofmatch also has the right to invoke force majeure if the circumstance preventing (further) performance occurs after Roofmatch should have fulfilled its obligations.
Both Roofmatch and the Client may suspend their obligations under the Agreement, wholly or partially, for the duration of the force majeure situation. If the force majeure is temporary, Roofmatch reserves the right to suspend performance for the duration of the force majeure. In case of permanent force majeure (an uninterrupted period of three months), both Parties have the right to terminate the Agreement immediately by written notice, without judicial intervention, without either Party being entitled to any compensation.
If at the time force majeure occurs Roofmatch has already partially performed its obligations, or is able to perform part of them, and the performed or to-be-performed part has independent value, Roofmatch is entitled to invoice separately for the performed or to-be-performed part. The Client shall pay such invoice as if it were a separate Agreement.
All the above shall also apply to the Client if force majeure occurs on their side.

Clause 16. Conformity, Inspection Period

If, in the opinion of the Client, the Services performed or the Fee are not carried out and/or delivered in accordance with the Agreement, the Client must notify Roofmatch in a timely manner. Roofmatch will then assess whether the performed Services qualify for possible (partial) repair, (partial) replacement, or a (partial) refund.
The Client is obliged to inspect the performed Services at the time of delivery, but in any case within 14 days after delivery.
The payment obligation shall not be suspended if the Client notifies Roofmatch of the defective service within the stipulated period.
If the Client makes a timely complaint, the Client remains obliged to accept and pay for the Services, unless the Services have no independent value.

Clause 17. Damage and Liability

Roofmatch shall only be liable for direct damage, provided that such direct damage has arisen from Roofmatch’s deliberate recklessness or intent. Direct damage shall be understood exclusively as:
Material damage to the Client’s property;
Reasonable costs incurred by the Client to establish liability and (the extent of the direct) damage;
Reasonable costs reasonably incurred by the Client to prevent or limit the damage, insofar as the Client demonstrates that these costs have led to a limitation of the direct damage;
Reasonable costs reasonably incurred by the Client to obtain extrajudicial satisfaction, as referred to in Clause 6:96 paragraph 2 sub c of the Dutch Civil Code.
Roofmatch shall not be liable for indirect damage (including consequential loss, loss of profit, missed savings, business interruption, or immaterial damage to the Client), nor for any damage arising from Roofmatch relying on incorrect and/or incomplete information provided by the Client (unless such incorrectness or incompleteness should have been apparent to Roofmatch), nor for distortion, destruction, theft or loss of data or documents.
If Roofmatch is liable for any damage, its liability shall be limited to an amount not exceeding the amount stated on the invoice or the amount payable under Roofmatch’s relevant insurance policy, plus the deductible borne by Roofmatch under said insurance.
The Client must notify Roofmatch of any damage for which Roofmatch may be held liable as soon as possible, and in any event within fourteen days after the damage occurs, failing which the right to claim compensation shall lapse.

Clause 18. Indemnification and Limitation Period

The Client indemnifies Roofmatch against any claims by third parties who suffer damage related to the performance of the Agreement, which is attributable to the Client.
If Roofmatch is held liable by third parties, the Client is obliged to assist Roofmatch both extrajudicially and judicially. All costs and damages incurred by Roofmatch and third parties shall be borne by and at the risk of the Client.
For all claims against Roofmatch and third parties engaged by Roofmatch, a limitation period of one year applies, deviating from the statutory limitation periods.

Clause 19. Complaints Procedure

If the Client has a complaint regarding the manner in which Roofmatch conducts its business activities, the Client may submit a complaint via email.
The Client must submit the complaint within one month after becoming aware of the existence of the complaint.
Roofmatch treats all complaints confidentially.
Roofmatch will strive to handle the complaint within one month.

Clause 20. Copyright and Intellectual Property Rights

Roofmatch reserves all rights and powers granted to it under the Copyright Act and other intellectual property laws and regulations.
Roofmatch retains the right to use any knowledge gained from performing the Agreement for other purposes, provided that no confidential information is disclosed to third parties.
The Counterparty may use the account only for purposes for which Roofmatch has made the material or the account available, but never for other purposes. The Counterparty is not permitted, even with prior written consent from Roofmatch, to disclose, reproduce, copy, make available to third parties, trade, (commercially) exploit, or otherwise distribute the material or the account. The Counterparty is not permitted to create “derivative works” by modifying the material and subsequently disclosing, making available, trading, (commercially) exploiting, or otherwise distributing them to third parties.
The provisions in Clause 20 paragraph 3 do not apply in the case of a so-called ‘zoekbuddy account’.

Clause 21. Processing of Personal Data

In the performance of the Services, Roofmatch processes personal data of the Client. In processing personal data, Roofmatch acts in accordance with applicable privacy laws and regulations.
The personal data provided by the Client to Roofmatch will be handled with care and confidentiality. Roofmatch will not retain the personal data longer than necessary.
Roofmatch will use the Client’s personal data solely and exclusively for necessary specific purposes: in the context of performing the Services or handling a possible complaint.
Roofmatch is not permitted to lend, rent, sell or disclose the Client’s personal data in any other way.
The Client has several rights, including the right of access, the right to correction, and the right to deletion of the submitted personal data.
The Client has the right to file a complaint with the Dutch Data Protection Authority (Autoriteit Persoonsgegevens) regarding his/her personal data. The Authority is obliged to handle this complaint.

Clause 22. Amendment of the General Terms and Conditions

Roofmatch has the right to unilaterally amend these General Terms and Conditions. Amendments shall also apply to Agreements already concluded.
Roofmatch will inform the Client of the amendments by email. The amendments will take effect thirty days after the Client has been notified of the changes.
If the Client does not agree with the announced changes, the Client has the right to terminate the Agreement, unless Roofmatch is willing to perform the Agreement according to the originally applicable General Terms and Conditions.

Clause 23. Applicable Law and Disputes

Dutch law exclusively applies to all legal relationships to which Roofmatch is a party. This also applies if an obligation is performed wholly or partially abroad or if the Client resides abroad.
Disputes between Roofmatch and the Client will be submitted exclusively to the competent court in the district where Roofmatch is established, unless mandatory law prescribes otherwise.

CHAPTER 2 – ROOFMATCH PRO / ROOFMATCH PRO+

The provisions set out in this chapter apply, in addition to the general provisions of Chapter 1 of these General Terms and Conditions, if the Client has chosen the services ‘Roofmatch Pro’ or ‘Roofmatch Pro+’. In the event of any conflict between the provisions of Chapter 1 and this chapter, the provisions of this chapter shall prevail.

‍

Clause 24. Power of Attorney

Insofar as necessary for the performance of the Services, the Client grants Roofmatch a written power of attorney to communicate on behalf of the Client with sellers, selling estate agents, notaries, surveyors/appraisers, and other involved parties, including but not limited to submitting offers with prior written approval, requesting documents, or confirming appointments.
The scope and conditions of this power of attorney are set out in a separate power of attorney document, which forms an integral part of the Agreement.
Roofmatch shall not be liable for damage arising from acts performed within the scope of the power of attorney, unless such damage is caused by intent or conscious recklessness on the part of Roofmatch.

Clause 25. Fair Use

The Client agrees to comply with Roofmatch’s Fair Use Policy, as set out in a separate document provided to the Client upon entering into the Agreement.
In case of excessive or improper use of the Services, including but not limited to excessive or improper communication towards third parties, disproportionate viewing requests, or unreasonable refusals of suitable properties, Roofmatch reserves the right to temporarily limit the Services or terminate the Agreement.
Roofmatch shall give the Client prior written warning in case of possible unreasonable use.

Clause 26. Scheduling and Attendance

Where included in the chosen service level, Roofmatch may schedule viewings, building inspections, valuations/appraisals, notary appointments, and the final inspection on behalf of the Client.
The Client shall ensure timely availability and provide clear instructions. Missed appointments or late cancellations may lead to rescheduling limitations in accordance with the Fair Use Policy.
Roofmatch may attend inspections and notary appointments for the Client where agreed and where legally permissible, without prejudice to the Client’s own responsibility for final decisions and signatures.

Clause 27. Refund Policy (Roofmatch Pro / Pro+)

The setup fee (if applicable) is non-refundable once services have started with the Client’s express consent.
The fixed service fee is due only upon successful purchase as defined in the service agreement (no cure, no pay). After success, no refund is possible.
If the Agreement is terminated before success, the service fee is not due. Any specific paid add-ons already delivered are non-refundable.

Clause 28. Client Obligations and Termination Due to Misconduct

The Client is required to act actively and cooperatively in the performance of the Agreement. This includes, but is not limited to, timely submission of documents, being available for consultations and viewings, and providing clear instructions.
Roofmatch is entitled to immediately terminate the Agreement without refund if the Client:
repeatedly fails to respond or responds late;
cancels or fails to attend appointments or viewings without a valid reason;
provides incorrect or incomplete information;
behaves in an improper or disrespectful manner towards Roofmatch employees, sellers, estate agents, or other third parties.

Clause 29. Exclusion of Liability

In the context of its services, Roofmatch acts as a buying-service provider interacting with external parties such as sellers, estate agents, notaries, surveyors/appraisers, and inspectors. Roofmatch is not liable for damage arising from acts, promises, or negligence of these third parties, unless caused by intent or conscious recklessness on the part of Roofmatch.

Roofmatch does not guarantee that a property will actually be purchased by the Client.