Terms of Service

ARTICLE 2

What Onora is — and is not

Onora operates an online platform and marketplace for international real estate. We enable Sellers to publish Listings with structured property and financial data, enable Buyers to discover and compare those Listings, and forward Contact Requests directly between the parties.

Onora is not a real-estate broker or intermediary within the meaning of Article 7:425 of the Dutch Civil Code (Burgerlijk Wetboek), is not an investment firm, and does not provide financial, investment, legal or tax advice. Onora is not a party to any agreement concluded between a Buyer and a Seller or Agent, does not negotiate, conclude or execute transactions, and accepts no mandate from either side to represent them.

All information on the Platform — including every financial figure on a Listing — is provided by Sellers and is published for information purposes only. The Disclaimer forms an integral part of these Terms.

ARTICLE 3

Accounts and eligibility

You must be at least 18 years old and legally capable of entering into binding agreements to create an account. When you create an account on behalf of a company, you confirm that you are authorised to bind that company.

You are responsible for the accuracy of the information in your account, for keeping your credentials confidential, and for all activity under your account. Notify us immediately at info@onoracapital.com if you suspect unauthorised use.

We may refuse, suspend or terminate accounts that violate these Terms, applicable law, or the integrity of the Platform, in accordance with Article 15.

ARTICLE 4

Account setup and identity checks

By creating an account you agree to the following account requirements:

• —Buyers are active immediately at signup. No identity check and no source-of-funds check applies to Buyers. Before sending a Contact Request, a Buyer completes a short profile (name, date of birth confirming the Buyer is at least 18 years old, and budget or search preferences) and a one-time acknowledgement of Onora's role as a marketplace. A Buyer's stated budget and readiness are self-declared, are presented to Sellers as the Buyer's own statements, and are not verified by Onora.
• —Sellers complete a company profile and a one time company identity check (KYB) before any Listing can go live. This applies to every Seller.
• —Agents are listed after review of their application; the identity checked designation for Agents follows a separate review.

An identity check confirms identity and documentation at a point in time. It is not a guarantee of conduct, solvency or quality, and it is not an endorsement of any Listing or transaction.

Onora aligns its processes with the Dutch Anti-Money Laundering and Anti-Terrorist Financing Act (Wet ter voorkoming van witwassen en financieren van terrorisme, "Wwft") where applicable. You agree to cooperate with reasonable requests for information required for compliance, and you acknowledge that records of contact requests are kept in a tamper-evident compliance log.

ARTICLE 5

Seller obligations and listing content

When publishing a Listing, the Seller warrants that:

• —the Seller is entitled to offer the property and to publish the Listing (right to list);
• —all information in the Listing is accurate, complete and not misleading at the time of publication, and will be kept current;
• —financial figures are published in one of the Platform's three modes: actual figures (seller-reported), a projection (computed from stated assumptions such as expected rent and occupancy, published together with those assumptions), or figures on request (no figures published);
• —projections are clearly identified as the Seller's own estimates and are reasonable and substantiated;
• —the Listing's property state (ready, off plan, or renovation project) is truthful;
• —photographs and documents relate to the actual property and do not infringe third-party rights.

The Seller confirms data accuracy and right to list at submission; both confirmations are logged. Sellers must re-confirm key figures periodically; figures not re-confirmed within 90 days are visually flagged to Buyers.

Sellers indemnify Onora against third-party claims arising from their Listings, including claims based on inaccurate information, infringement of intellectual-property rights, or absence of the right to list.

ARTICLE 6

Review, moderation and removal

A Listing that meets the Platform's automated publication requirements (completeness of photos, description, location and structural details, geo-verification of the address, and plausibility checks on price and yield) is published immediately. Onora does not review, check or approve Listings, specialist pages or any other content before publication, and publication does not mean that Onora has reviewed, verified or approved anything. Everything a Seller or specialist publishes on the Platform is published at their own risk and for their own account, and Onora is not liable for its content or for the consequences of its publication.

Onora nonetheless retains the right to decline, suspend or remove any Listing or page at any time and at its discretion, including where it appears inaccurate, misleading, unlawful or harmful to the Platform. That right does not create any duty for Onora to monitor content.

Every Listing carries a reporting mechanism. Reports are reviewed by a person. Where fraud is verified, the Listing is removed within 48 hours of confirmation. Three open reports concerning the same Seller within 30 days trigger a review of that Seller's account.

ARTICLE 7

Fees and payment

Access to the Platform is free of charge for Buyers.

Every Seller and specialist who joins the Platform now becomes a founding member and pays no subscription fee, no listing fee and no transaction fee, on the terms of their Founding Agreement. Those terms continue for as long as Onora maintains them. Onora may invite a founding member to move to a paid package later, only with at least thirty (30) days' written notice, and a fee becomes due only after the founding member has accepted a new agreement for that package.

Optional placements in the Onora Magazine are paid one-off purchases. Their price is shown in the seller workspace before purchase and is exclusive of VAT.

Investors and sellers deal with each other directly; Onora Capital does not broker, advise on, or take any fee from a transaction between them. No fee is due on a sale.

ARTICLE 8

Referral programme

Sellers and specialist agencies with an account may take part in the Onora referral programme from their workspace ("Partner"). Participation is voluntary, requires acceptance of these terms, and may be ended at any time by either party. Buyers and investors never pay Onora and therefore never earn under the programme.

A Partner registers a prospect in the workspace BEFORE approaching them. Registration is valid for 90 days and the first registration of a prospect prevails; a prospect cannot be registered after the fact. A prospect with whom Onora already has a relationship cannot be registered, and Onora does not disclose the nature of that relationship. A Partner may not register their own account or an account they control, and earns nothing on their own subscriptions.

The reward is 20% of the subscription revenue Onora actually collects from the referred party, for 12 months from the first invoice for that product. The reward applies to ANNUAL contracts only: a referred party who is billed monthly generates no reward, for any product, for as long as they are billed monthly. If they move to an annual contract, the reward starts at that annual invoice.

In addition, a one-off close bounty of €75 is paid once per referred office on the annual prepayment of a package from Studio upwards. It is not paid on the smallest package, on add-ons, or on any one-off item.

The reward is calculated on amounts exclusive of VAT that Onora has actually collected, never on invoiced but unpaid amounts, and never on the value of a property, a transaction, or the outcome of any introduction. Onora does not broker, advise on, or take a fee from a transaction between a Buyer and a Seller, and the programme does not change that. One-off items, placements and credits generate no reward.

Rewards are settled monthly in arrears once the Partner's balance reaches €50; below that the balance carries forward. A Partner is responsible for their own tax position and, where applicable, invoices Onora for the amounts due.

Rewards are reversed, including the close bounty, where the referred party takes a refund under the money-back guarantee, or where the referred party's contract ends within 90 days of its first invoice, or where a payment is refunded or charged back. A reward already paid out in such a case is recovered or set off against future rewards.

Onora may amend or end the programme, giving reasonable notice through the workspace. Rewards already accrued at that moment remain payable, subject to the reversal rules above. Onora may suspend or exclude a Partner who registers prospects they have no relationship with, misrepresents Onora, or approaches prospects in a way that breaches applicable law on unsolicited communication.

ARTICLE 9

Agent directory

Agents listed in the directory are independent professionals. Onora forwards Buyer briefs to the chosen Agent; the resulting relationship — including any fee arrangement — is exclusively between the Buyer and the Agent. Onora takes no part of an Agent's fee and is not responsible for an Agent's services. Reviews shown in the directory are user-generated and moderated for authenticity.

ARTICLE 10

API terms

Sellers with an active plan may use the Listing API under these additional conditions:

• —API keys are personal to the Seller's account, must be kept secret, and may be revoked by Onora where misuse is suspected;
• —content submitted through the API is subject to the same warranties, review and moderation as content submitted through the dashboard;
• —rate limits and technical requirements published in the API documentation form part of these Terms;
• —Onora may require a declaration of authority to list before API Listings are published.

ARTICLE 11

Acceptable use

You must not:

• —use the Platform for any unlawful purpose, including money laundering or fraud;
• —publish false, misleading or infringing content;
• —scrape, harvest or systematically extract data from the Platform without written permission;
• —interfere with the Platform's operation or security, or attempt to access accounts or data of others;
• —use contact details obtained through the Platform for unsolicited marketing;
• —circumvent the Platform, its verification, or its fees.

ARTICLE 12

Intellectual property

The Platform, its design, software and brand are protected by intellectual-property rights of Onora or its licensors. You receive a limited, non-exclusive, non-transferable right to use the Platform in accordance with these Terms.

Sellers retain the rights to their Listing content and grant Onora a worldwide, non-exclusive, royalty-free licence to host, reproduce, display, adapt (for presentation purposes) and promote that content on and in connection with the Platform, including in marketing for the Platform, for the duration of the Listing and a reasonable period thereafter for archival and legal purposes.

ARTICLE 13

Privacy

Onora processes personal data in accordance with the EU General Data Protection Regulation (GDPR/AVG) and the Dutch GDPR Implementation Act (UAVG). The Privacy Policy describes what we process, why, and your rights. It forms an integral part of these Terms.

ARTICLE 14

Availability and changes to the Platform

Onora strives for high availability but does not guarantee uninterrupted or error-free operation. We may change, suspend or discontinue features, and will give reasonable notice of changes that materially reduce the core service for paying Sellers.

ARTICLE 15

Liability

Onora's role is limited to operating the Platform and forwarding Contact Requests. To the maximum extent permitted by Dutch law:

• —Onora is not liable for the accuracy of Listing content, including financial figures and projections, which are provided by Sellers;
• —Onora is not liable for the conduct of Buyers, Sellers or Agents, nor for the outcome, execution or non-performance of any transaction;
• —Onora's aggregate liability towards a Seller is limited to the fees that Seller paid to Onora in the twelve months preceding the event giving rise to liability; towards Buyers (who use the Platform free of charge) liability is limited to EUR 500 per event;
• —Onora is not liable for indirect damage, including lost profit, lost data or reputational damage.

Nothing in these Terms limits liability for damage caused by intent (opzet) or deliberate recklessness (bewuste roekeloosheid) of Onora's management, or any other liability that cannot be excluded or limited under mandatory Dutch law. For consumers, nothing in these Terms affects rights under mandatory consumer-protection law.

ARTICLE 16

Term, suspension and termination

These Terms apply for as long as you use the Platform. You may close your account at any time via the settings; for Sellers, the Subscription Agreement determines the financial consequences of termination during a paid term.

Onora may suspend or terminate access with immediate effect in case of a material breach of these Terms, suspected fraud or unlawful use, or where required by law or a competent authority. Provisions that by their nature survive termination (including accrued fees, intellectual property, liability and disputes) remain in force.

ARTICLE 17

Changes to these Terms

We may amend these Terms. Material changes are announced on the Platform or by email at least 30 days before they take effect for existing users. If you do not accept a material change, you may terminate your account before the effective date; continued use after the effective date constitutes acceptance.

ARTICLE 18

Governing law and disputes

These Terms, and any dispute arising from or in connection with the Platform, are governed exclusively by Dutch law.

Disputes will be submitted to the competent court of the District Court of Amsterdam (Rechtbank Amsterdam), unless mandatory law designates another court — consumers may, within one month after Onora invokes this clause, choose the court that is competent by law.

Consumers in the EU may also use the European Commission's Online Dispute Resolution platform (ec.europa.eu/odr). We prefer to solve issues directly: write to info@onoracapital.com first and we will respond within five business days.

ARTICLE 19

Final provisions

If a provision of these Terms is void or voidable, the remaining provisions remain in force and the invalid provision will be replaced by a valid provision that approximates its purpose as closely as possible.

Onora may assign its rights and obligations under these Terms in connection with a transfer of its business; you will be informed of such a transfer.

These Terms are drawn up in English. Where a translation is provided and a conflict arises, the English version prevails to the extent permitted by mandatory law.