General Terms and Conditions

1. Applicability and Definitions

These general terms and conditions (“Terms”) apply to all services provided by Frank Baan, operating as a private broker of valuable goods (such as fine art, classic cars, and private collections). In these Terms, “Broker” refers to Frank Baan, and “Client” (or “Principal”) refers to any person or entity engaging the Broker’s services, whether as a seller, buyer, or owner of an item. “Assignment” refers to the specific engagement or mandate given by the Client to the Broker (for example, to find a buyer for a particular item or to locate an item for purchase). By entering into an agreement or Assignment with the Broker, the Client agrees to be bound by these Terms.

2. Scope of Services

The Broker acts as an intermediary to discreetly facilitate the sale or purchase of valuable goods on behalf of the Client. The Broker’s core service is to connect sellers and buyers, assist in negotiations, and generally oversee the transaction process between the parties. Unless explicitly agreed otherwise in writing, any additional services are not included in the standard Assignment. The Broker can, upon the Client’s request, organise a range of ancillary services– for example, valuations, expert appraisals, photography, restoration, transport, storage, or insurance arrangements – but these will be subject to separate agreements or additional fees as appropriate. The Broker is not obligated to perform such ancillary tasks under a standard Assignment unless they are clearly agreed as part of the Assignment.

Under these Terms, the Broker is not a direct party to any sale or purchase contract that may result from his introduction or mediation. His role is to facilitate and broker the transaction; the actual sales contract will be between the seller and the buyer (which may be the Client or a counterparty identified by the Broker). The Broker does not take title to, or possession of, the goods being sold except as may be necessary for safekeeping or transport arrangements, and even in such cases it is understood that ownership remains with the seller until an official transfer. Any warranties or representations about the condition, authenticity, or provenance of the goods are made based on information provided by the selling party or independent experts. The Broker will convey such information to the best of his knowledge and effort, but he does not guarantee the accuracy of information that was provided by third parties (as further detailed in Section 8 on Due Diligence and Information Reliance).

3. Confidentiality

Confidentiality and discretion are fundamental to the Broker’s services. The Broker will treat all information shared by the Client (and likewise any sensitive information about the transaction or the items involved) with strict confidentiality. This includes (but is not limited to) the identity of the Client, details of the items or collection, pricing and valuation information, and any other non-public details concerning the Assignment. The Broker will not disclose such information to any third party unless it is necessary to fulfill the Assignment (for example, disclosing certain details to a potential buyer or specialist with the Client’s permission) or if disclosure is required by law or court order.

Similarly, the Client agrees to keep confidential any private or sensitive information learned about the Broker’s operations or about any counterparty introduced by the Broker, unless disclosure is required by law or agreed upon by the affected parties. All marketing of the item (if the Client is a seller) will be conducted discreetly and usually on a need-to-know basis, without public announcements, unless the Client has agreed to a specific marketing strategy that involves public listings. This mutual commitment to confidentiality continues even after the Assignment has ended, until such time as the information becomes public through no breach of these Terms.

4. Fees and Commission (No Cure No Pay)

The Broker’s compensation for his services is primarily commission-based. Unless agreed otherwise, the Broker charges a commission as a percentage of the final sale/purchase price of the item, payable upon the successful completion of a transaction. This commission model operates on a “No Cure No Pay” basis – in plain terms, if the Broker does not succeed in facilitating a sale or purchase (the “cure”), then no commission fee (the “pay”) is owed by the Client. In practice, this means that if no transaction is concluded, the Broker will not charge the commission for his efforts.

However, the above principle is subject to the following exceptions and special conditions:

• Client’s Early Withdrawal: If the Client withdraws the Assignment prematurely or unilaterally terminates the Broker’s engagement before a sale or purchase is concluded, the Broker is entitled to a reasonable compensation for the time, effort, and expenses he has invested up to that point.
• Unless otherwise agreed in writing, this shall take the form of a flat withdrawal fee of EUR 750. This fee is inclusive of any minor costs or hours already invested, unless explicitly agreed otherwise in advance. If the nature or scope of the work performed justifies a higher amount (for example, due to extensive travel, inspections or preparations), the Broker may invoice a higher fee proportionate to the work carried out, to be communicated and agreed with the Client in good faith.
• This withdrawal fee shall not apply in cases of force majeure or unforeseen personal circumstances beyond the Client’s control. If the Assignment was ended early with only minimal involvement from the Broker, the fee may be reduced or waived entirely, at the Broker’s discretion.
• Unsold within Agreed Period: If the item is not sold within a pre-agreed period (for instance, six months, or any other timeframe specified in the Assignment), the Client has the right to terminate the Assignment after that period without incurring any commission fee. In other words, if the Broker cannot find a buyer at the agreed price within (say) six months, the Client may choose to end the exclusivity or Assignment. Upon such termination, the Client owes no commission to the Broker (because no sale was completed). The Client would only be responsible for any specific costs that were explicitly agreed to (for example, if the Client agreed to reimburse certain marketing or transport costs regardless of outcome). If the Assignment is extended by mutual agreement beyond the initial period, the same principle applies at the end of the extended period unless otherwise agreed.
• Multiple Agents / Similar Assignments: The Assignment with the Broker is typically understood to be exclusive(see Section 5 below). The Client should not engage any other broker or intermediary for the sale or purchase of the same item during the term of the Assignment, unless this has been explicitly discussed and agreed in writing with the Broker. If the Client gives a similar assignment to others without the Broker’s consent, or if the Client or another agent sells the item to a buyer during the Broker’s Assignment term, this will be considered a breach of these Terms. In such a case, the Broker reserves the right to negotiate or claim an appropriate fee or a portion of the commission, especially if the sale was made to a party that the Broker had introduced or was negotiating with. At the very least, engaging multiple brokers should be subject to prior discussion and a clear agreement so that all parties know the conditions (for example, sharing a commission or delineating which prospects each broker will approach). The intention is to protect the Broker’s effort and avoid conflicts or duplicate work. If no prior arrangement is made and the Client does involve another broker or sells the item independently, the Broker may treat this as an early termination by the Client (triggering the reasonable compensation as per the above clause, or a pro-rata commission if fair under the circumstances).

Commission Payment: When a transaction is successfully completed (a sale/purchase agreement is signed and executed), the commission becomes due and payable. The Broker will typically invoice the commission at the moment of closing or upon the transfer of ownership/payment for the item, as per the details in the Assignment. The Client agrees to pay the commission invoice within the timeframe stated (commonly within 14 days of invoice, unless otherwise specified). The commission is usually calculated on the total gross sale price of the item (or purchase price if the Client is a buyer), excluding any taxes or duties, unless agreed differently. If the transaction involves any form of exchange or non-cash consideration, the value will be agreed or reasonably determined for the purpose of calculating the commission.

5. Exclusivity

Unless otherwise agreed in writing, the Client’s Assignment to the Broker is on an exclusive basis. During the term of the Assignment (and any agreed extensions), the Client appoints the Broker as the sole party to broker the sale or purchase of the specified goods, and the Client will not appoint or instruct other brokers, dealers, or agents to perform a similar brokerage role for the same goods. The purpose of this exclusivity is to allow the Broker to invest time and resources confidently, knowing that the efforts will not be undermined by parallel actions. It also helps avoid market confusion (multiple parties offering the same item can deter buyers or harm credibility).

If the Client wishes to reserve the right to involve others or has already given a similar assignment elsewhere, this must be discussed openly with the Broker before entering into the Assignment and explicitly included as a special arrangement in the written agreement. In the absence of such an arrangement, the Client confirms that the Broker has the exclusive right to broker the deal for the item in question for the duration of the Assignment.

Breaching exclusivity (for example, secretly selling the item directly or via another intermediary during the term without the Broker’s consent) is considered a serious breach of these Terms. In such event, the Broker is entitled to appropriate remedy, which may include claiming the commission that would have been due had the Broker facilitated the sale, or at minimum the reimbursement of costs and a reasonable fee for the efforts expended (similar to the scenario of early withdrawal by the Client). The Broker also reserves the right to terminate the Assignment immediately if exclusivity is violated (see Termination, below).

6. Termination

6.1 

Termination by the Client:

The Client has the right to terminate the Assignment if the agreed brokerage period has elapsed without a successful transaction. As noted in Section 4, if an item remains unsold (or a target item is not acquired) within the initially agreed period (e.g. six months) of the Assignment, the Client may end the Assignment by providing notice to the Broker. This termination will be effective immediately upon the Broker’s receipt of the notice (or on a later date specified by the Client, if applicable). Upon such termination after the agreed period, no commission or termination fee is due, provided no transaction is completed subsequently as a direct result of the Broker’s efforts (see below for post-termination sales). The Client is only expected to cover any outstanding agreed-upon expenses that the Broker incurred on the Client’s behalf, if such expenses were pre-approved and due regardless of outcome.

The Client may also terminate the Assignment before the end of the agreed period (i.e., prematurely) for convenience or any reason, by giving written notice to the Broker. However, in this case (as described in Section 4’s exceptions), the Client must compensate the Broker for the work done up to the termination. The Parties can agree on a fair termination fee or compensation amount in the Assignment contract itself. If no specific amount is agreed beforehand, the Broker will calculate a reasonable fee reflecting the services rendered and costs incurred. This prevents situations where the Broker is left uncompensated for significant work if the Client decides to withdraw early. Once the Client has paid any such due compensation and settled any outstanding expense invoices, the Assignment will be considered terminated and neither party will have further obligations to continue the sale process (subject to confidentiality and other surviving clauses).

6.2 

Termination by the Broker:

The Broker likewise may terminate or suspend the Assignment before completion if there are valid reasons. Valid reasons include (but are not limited to): the Client materially breaching these Terms (for example, violating exclusivity as per Section 5, or failing to cooperate in good faith); the Broker discovering information that fundamentally undermines the trust or feasibility of the Assignment (such as evidence of the item’s ownership being disputed, questionable authenticity, or the Client requesting the Broker to engage in unethical or illegal practices); or any circumstance where continuing the Assignment would be impractical or would risk the Broker’s reputation or legal compliance. The Broker will, where feasible, give notice to the Client of such concerns and allow an opportunity to resolve them before termination. If termination by the Broker occurs, the Broker will not be entitled to any commission (since no sale was completed) but may invoice the Client for any pre-agreed expenses or out-of-pocket costs incurred, similar to an early termination by the Client. If the termination is due to the Client’s breach (for example, the Client’s failure to uphold exclusivity or confidentiality), the Broker may also claim a reasonable portion of the commission or a fee for work done, as if the Client had withdrawn the Assignment.

6.3 

Consequences of Termination:

Upon termination of the Assignment by either party, the Broker will cease acting on behalf of the Client in the matter. Both parties remain obliged to maintain confidentiality (as per Section 3) even after the Assignment ends. The Client will promptly settle any outstanding invoices for costs or agreed compensation due to the Broker, and the Broker will return any property or documentation of the Client in his possession (such as photographs, certificates, or the item itself if it was entrusted for demonstration purposes), except where retention is permitted by law as security for unpaid fees.

It is also agreed that if a sale or purchase of the item is completed after the Assignment has been terminated, but the counterparty (buyer or seller) was first introduced by the Broker or learned of the item through the Broker’s efforts during the term of the Assignment, then the Broker may still be entitled to the agreed commission as if the sale had occurred during the Assignment. This “tail period” protection typically extends for a reasonable period (for example, up to 6 or 12 months after termination). Its purpose is to prevent a scenario where a Client might terminate an Assignment only to conclude essentially the same deal directly with a party that the Broker had found, thereby avoiding the commission. The exact duration and conditions of this post-termination commission entitlement can be specified in the Assignment. If not specified, a reasonable period (defaulting to 6 months) will apply. If a transaction occurs in that period with a party introduced by the Broker, the Client must inform the Broker and the Broker’s commission will be due as normal. After that period expires, the Client owes no commission for transactions with parties the Broker introduced (assuming no other agreement in place).

7. Third-Party Services

In the course of performing the Assignment, the Broker may recommend, liaise with, or subcontract third-party service providers for specialized tasks. These may include, for example, art experts or appraisers for valuations, photographers for catalogue images, transportation or shipping companies for moving the item, storage facilities, restoration experts, legal or financial advisors, or logistics and insurance providers. The Broker is permitted to involve such third parties as reasonably necessary to facilitate the Assignment, either directly on the Client’s behalf or by referring the Client to them, always seeking the Client’s consent where the third-party service will incur significant cost.

Any third parties engaged are independent contractors or service providers and are not employees or agents of the Broker. While the Broker will exercise due care in selecting reputable third parties and will coordinate their involvement to serve the Client’s interests, these third parties will operate under their own terms and conditions and responsibility. The Broker cannot accept liability for the acts or omissions of such third parties (see also Section 9 on Liability). For example, if a shipping company is hired to transport an artwork and it is damaged in transit, the liability for that damage would be governed by the contract with the shipper or the applicable transport law, not by the Broker’s agreement, though the Broker will assist the Client in seeking remedies from that third party if needed.

The costs and fees of any third-party services are generally the responsibility of the Client. Often, the third party will bill the Client directly. If the Broker pays a third party on behalf of the Client (with the Client’s prior approval), those costs will be passed through to the Client at cost (usually invoiced to the Client as reimbursable expenses). The Broker will inform the Client of any such costs in advance for approval. The Broker does not add any hidden mark-up on third-party charges without disclosure; any brokerage fee due to the Broker is handled separately as per Section 4.

8. Due Diligence and Reliance on Information

The Broker commits to performing his services with due care, skill, and diligence. He will make reasonable efforts to verify the information that is material to the Assignment – for instance, verifying the provenance, authenticity, ownership and condition of an artwork, or the background and seriousness of a potential buyer – insofar as such verification is possible and within the scope of his role. The Broker may rely on information provided by the Client, by the other party in the transaction, or by experts and databases (such as art loss registers, vehicle history reports for classic cars, etc.).

Reliance on Client and Third-Party Information: The Client acknowledges that the Broker will largely depend on the accuracy and completeness of information provided to him by the Client and other sources. For example, if the Client is a seller, the Client is expected to truthfully provide all relevant details about the item (e.g. authenticity certificates, known defects or restorations, legal ownership, liens or encumbrances, etc.). If the Client is a buyer, the Client should outline clearly what is expected and any concerns (e.g. if a certain provenance or documentation is required). The Broker will pass on information between buyer and seller in good faith. Unless the Broker has actual knowledge of an error or falsity in the information provided, he is entitled to trust and rely on the information given by or on behalf of the Client and other parties. The Broker is not an insurer or guarantor of facts provided by others; his role in due diligence is to facilitate obtaining expert opinions and to alert the Client to any red flags he becomes aware of.

The Broker will, to a reasonable extent, cross-check and verify critical information. This may include inspecting the item personally, consulting with specialists, or requesting documentation. However, the Broker does not provide any absolute warranty regarding authenticity or condition of an item – any such guarantees, if desired, should be separately obtained from qualified experts or agreed directly as warranties between buyer and seller. If despite due diligence, it turns out that the Broker was misinformed or given false information by the Client or a third party, the Broker will not be held liable for the consequences of acting on that misinformation, provided that he acted with reasonable care (see Section 9 on Liability for the exact limitations). In summary, the Broker promises to act intelligently and carefully, but the Client understands that some risk regarding the underlying facts (authenticity, buyer reliability, etc.) inevitably remains and is not the personal responsibility of the Broker unless his own negligence directly caused a problem.

9. Limitation of Liability

The Broker’s liability to the Client is strictly limited and the Broker provides his services with the understanding that he is not assuming wide-ranging responsibility beyond his control. The Client agrees that the Broker shall only be responsible for loss or damage suffered by the Client if and to the extent that such loss is a direct result of the Broker’s demonstrable negligence or wilful misconduct. In other words, the Broker will accept liability if he has clearly failed to act with the level of care that could reasonably be expected (negligence), or if he acted intentionally in a wrongful way. By contrast, the Broker is not liable for losses that are not caused by his own fault. For example, the Broker is not liable for errors or false information provided by the Client or by other parties (such as a seller, buyer, or expert) that the Broker reasonably believed to be correct after exercising due diligence (as outlined in Section 8). Similarly, the Broker is not liable for any failure in the transaction or services caused by events or circumstances outside his control (force majeure situations, or actions/omissions of third parties like shippers or specialists).

Even where the Broker is found liable to the Client for negligence or any other valid legal claim, such liability is capped at a maximum amount equal to the total fee (commission) that the Broker received (or would be entitled to receive) for the specific Assignment in question. If the Assignment is ongoing and no commission was paid (for instance, if an error is discovered before any sale completes), then the liability cap would be the amount of commission that would have applied had the transaction been successfully completed, or if that is not applicable, a reasonable estimation of the fee for the Assignment. This means that the Broker’s total financial responsibility for any claims, damages, or losses arising out of an Assignment will not exceed the benefit he earned from that Assignment. This cap on liability applies to all forms of claims, whether in contract, tort (including negligence), or otherwise.

Furthermore, the Broker shall not be liable for any indirect, consequential or special losses. This includes, for example, loss of profit, loss of opportunity, loss of reputation, or any punitive or exemplary damages that the Client might claim. The Broker’s liability is limited to direct losses that flow from the Broker’s own breach of duty or fault, and then only to the extent not excluded by other provisions of these Terms.

Nothing in these Terms is intended to exclude or limit liability to an extent that is not permitted by law. In particular, if applicable law (governing these Terms under Dutch law) prohibits the exclusion of liability for certain acts or caps for certain damages, then those legal provisions will prevail to that extent. For instance, these Terms do not seek to exclude liability for the Broker’s intentional misconduct or fraud, or for any matter in respect of which liability cannot be lawfully limited or excluded. However, to the fullest extent allowed by law, the aforementioned exclusions and limitations shall apply.

Insurance: The Broker maintains appropriate professional indemnity insurance coverage as required or customary for a broker in his field, which provides an additional layer of protection for both the Broker and the Client in the unlikely event of a significant error or negligence on the Broker’s part.

10. Governing Law and Jurisdiction

All Agreements and Assignments between the Broker and the Client, and these Terms themselves, are governed by the laws of the Netherlands (Dutch law), irrespective of where the Client is based or where the services are performed. The choice of Dutch law provides consistency, as the Broker’s business is managed from the Netherlands.

In the event of any dispute, claim, or controversy arising out of or in connection with these Terms or any Assignment (including any question regarding its existence, validity, or termination), the parties shall first attempt to resolve the matter amicably through good-faith discussions. If an amicable resolution cannot be reached, the dispute shall be submitted to the exclusive jurisdiction of the competent courts in The Hague, the Netherlands. The Broker and Client both consent to the personal jurisdiction of such courts and agree that The Hague is an appropriate and convenient legal forum. This clause does not prevent the Broker and Client from mutually agreeing to an alternative dispute resolution method (such as arbitration or mediation) for a particular dispute, but in the absence of such agreement, court proceedings in The Hague will be the default.

11. Acceptance of Terms

By engaging the Broker’s services, whether through signing a written agreement or by instructing the Broker via email/phone and subsequently receiving these Terms, the Client acknowledges and accepts these General Terms and Conditions. These Terms are deemed to be incorporated into any specific Assignment or agreement between the Broker and the Client, unless otherwise expressly agreed in writing. If the Broker updates or amends these Terms (for example, for future Assignments), the Broker will provide the Client with the new version or make it available on his website; however, the Terms in effect at the time of the commencement of a given Assignment will govern that Assignment unless mutually agreed otherwise.

If the Client has signed a separate brokerage or consignment agreement with the Broker, and any provision of that signed agreement directly conflicts with these General Terms, the specific agreement’s provisions will prevail for that Assignment to the extent of the conflict (all other provisions of these Terms remain applicable).

The Client represents that they have read these Terms carefully, understands them, and agrees that these Terms create binding and enforceable obligations. Continuing to engage the Broker or proceeding with an Assignment after receiving these Terms will be taken as acceptance of them, even if a separate signature on the Terms is not provided.

12. Miscellaneous

Severability: If any provision of these Terms is found to be invalid or unenforceable by a court or competent authority, that provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, and if it cannot be so modified, it shall be severed (deleted) from these Terms. In either case, the remaining provisions of these Terms shall remain in full force and effect. The parties shall negotiate in good faith to replace any invalid provision with a valid provision that, as closely as possible, achieves the intended commercial outcome of the original provision.

No Waiver: The failure of the Broker to enforce any provision of these Terms at any time, or to exercise any right or remedy to which he is entitled, shall not be construed as a waiver of that provision, right, or remedy. Any waiver of any breach of these Terms shall not be a waiver of any subsequent or other breach.

Entire Agreement: These Terms, together with any written Assignment agreement or specific conditions agreed in writing between the Broker and the Client, constitute the entire agreement between the Broker and the Client regarding the subject matter. They supersede any prior discussions, proposals, or understandings (whether oral or written) relating to the brokerage services. The Client confirms that, in entering into the Assignment, they have not relied on any representation or warranty not expressly set out in these Terms or the written agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

Amendments: The Broker reserves the right to amend or update these General Terms and Conditions from time to time. However, any amendments will not affect an ongoing Assignment unless the Client consents or unless required by law. The Broker will notify the Client of any material changes to the Terms that would apply to future Assignments.

Last updated: April 2025.