The Company EURONAUTIC d.o.o.,Obala kralja Petra Krešimira IV 38, Biograd, OIB (tax number): 05388981949, ID: HR-B-23-080415204, Croatia, represented by Katarina Vujević Babara (hereinafter: the Employer)
and
GlobTourist(hereinaftertheAgent)areenteringoninto thefollowing:
AGENCY AGREEMENT
INTRODUCTION
Article 1
(1)The Parties make the following facts undisputed:
-theEmployerisacompanyspecializedinprovidingservicesofactivenauticalvacationincludingcharterservices, receptionofclients,marketprocessingintermsofmarketingactivities,andrepresentationandbrokeragein sellingaccommodationcapacitiestothirdparties
-the Agent is authorized to perform activities that are the subject matter of this Agency Agreement, pursuant to the regulations of the state in which it has its registered office,
-General Terms of the Charter published on the official website of the Employer are an integral part of this Agreement.
(2)The Employer and the Agent guarantee by signing this Agreement under full material responsibility that there arenocriminalorotherproceedingsagainstthemthatcouldaffectthefulfilmentoftheassumedobligations,or couldeitherdirectlyorindirectlyharmthebusinessreputationoftheotherparty.
SUBJECT MATTER OF THE AGREEMENT
Article 2
(1)The Agent shall be authorized and obliged to perform activities of an agent on behalf of the Employer in order to organize and provide charter services on the vessel (s) available to the Employer, under the terms and conditions described in this Agreement, which is accepted by the Employer and confirmed with his signature.A list of the vessels available to the Employer as well the characteristics of these vessels are published on the official website of theEmployer.
(2)ActivitiescoveredbythisAgreementareofferingandsellingofservicesofmulti-dayaccommodationofguests onvessels,whichispersonallyundertakenandexecutedbytheAgent,namelyinthenameandonbehalfofthe Employer,forthepurposeoffillingtheaccommodationcapacitiesonthevessel(s).
(3)Filling the capacities through mediation of another tourist agency registered for activities that are the subject matter of this Agreement, is also considered as personal performance of works from the previous Paragraph of thisArticle.
(4)TheAgentisauthorisedtousethetrademarkoftheEmployerinhiscataloguesandotherpromotionalmaterials, freeofchargeandduringthetermofthisAgreement.
(5)The Agent has the sole responsibility to inform his clients about the General Terms of the Charter (Attachment no. 1) which are an integral part of this Agreement. The Agent or his client cannot refer to the fact that they were not aware of the existence of the General Terms or the content thereof. If for any reason, the Agent does not instruct the client in the General Terms, the Agent is responsible for any damage suffered and caused by such default(omission).
ASSIGNMENT DIVERGENCE
Article 3
(1)Whenperformingtheassignment,theAgentwillworkwithintheEmployer’sinstructionswiththeduediligence ofaprudentbusinessman,guidedbytheinterestsoftheEmployerandactinginaccordancewiththeprincipleof goodfaith.
(2)The Agent may digress from the obtained instructions, which relates primarily to the agreed commercial terms, only with prior written consent of the Employer, and when unable to ask for permission due to limited time or other causes, the Agent can digress from the assignment and instructions only if it is under all circumstances deemed that the interests of the Employer are requiring so.
BOOKING (RESERVATION)
Article 4
(1)Before and during the booking of a specific vessel, the Agent is required to contact the Employer. The agent has the right to request temporary reservation, which refers to a specific vessel.
(2)Such temporary bookings can last up to 5 days (so called booking options) from the submitted request and accordingtothewrittenconfirmationoftheEmployer.
SUBMISSION OF INVOICES
Article 5
(1)The Agent is obliged to submit at the Employer’s request invoices of concluded contracts (arrangements) with guests (clients) within thirty (30) days at the latest. A report is submitted in writing, as a calculation in accordance with the rules of correspondence referred to in Article 11 of this Agreement.
(2)Based on the report of contracts and billing based on elements from the price list, the Employer shall issue an invoicetotheAgentinher/hisownnameandforher/hisownaccountandforseveraldaysaccommodationon board,onwhichchargeslegallyvalidvalueaddedtax.
(3)TheinvoicereferredtointheprecedingparagraphisissuedbytheEmployertotheenduserofthecharterservice through theAgent.
(4)All payments are made in accordance with the provisions“Terms of Payment and Price” in the General Terms of the Charter” of the Employer, which make an integral part of this Agreement.
(5)An exception from the terms of payment from the previous paragraph is only possible with a previous written consent of theEmployer.
FEE AND PAYMENT
Article 6
(1)ThecontractingPartiesagreeontheamountofcommissiontocarryouttheordersasapercentageoftherealized bookings,whichiscalculatedbasedonthepriceofthecontractedpricelist,afterdeductingalltheusualdiscounts grantedtothecustomer.Pricesanddiscountsaretheintegralpartofthiscontract,andarepresentedinAnnex no.2.
(2)TheAgenthastheright,accordingtothesituationonthechartermarket,toapprovethecustomeradiscountto theamountofcommission.Inthiscase,theAgencycommissionisreducedbytheamountofdiscountsgrantedto theclient.Allotherpossiblediscountsmustbepre-approvedbytheEmployer.
(3)The commission that belongs to the Agent is contracted depending on the commercial results achieved in the previous year according to the “Calculation of the Commission,” which is the integral part of this contract.
(4)TheEmployeragreestopayacommissiontotheAgentafterajobisdone,accordingtotheissuedinvoicepursuant totheprovisionsofthisArticle.
(5)The Agent is authorized, under this contract on behalf of and in the name of the Employer, to receive the contractedpricebythecustomer,andwithoutdelayproceedthereceivedpaymentofthecontractedpriceforthe accommodationofguests,deductedforthecommissionspecifiedinparagraph3ofthisarticle,totheEmployer.
(6)TheAgentchargesacommissiontotheEmployerusingthepercentageinparagraph3ofthisarticleontheamount thattheEmployerchargedtotheenduserofthevessel(s),andissuestheinvoiceforthebrokerageservicefor multipledaysonthecharter,inwhichchargeslegalvalidvalueaddedtax.
DAMAGE COMPENSATION AND LIEN
Article 7
TheEmployershallindemnifytheAgentforthedamagewhichhesufferedintheexecutionoftheworksfromthe assignment,andtheAgenthasthetasktoprovethedamageandthecausallinkfromperformingtheworks.
Article 8
(1)The Employer may withdraw from the Agreement in which case he shall pay the Agent the corresponding part of the fee and reimburse him for the damage due to the withdrawal from the Agreement, if there were no legitimate reasons for the termination of theAgreement.
(2)The Agent may terminate the Agreement, but this can not be done contrary to the provisions of the notice period. If the Employer has suffered damage due to the termination of the Agreement contrary to the provisions of the notice period, the Agent is obliged to indemnify the Employer. In the event of termination, the notice period shall start on the day of delivery of the Termination Notification to the Employer, and will last until the end (execution) of all services contracted by the Agent with third parties on behalf of the Employer.
(3)This Agency Agreement is also terminated in the event that either the Employer and / or the Agent cease to exist(death/removalfromtherelevantcourtregistry),andintheeventthattheEmployerand/ortheAgentis subjectedtobankruptcyproceedings.
FORCE MAJEURE
Article 9
(1)The Parties are not responsible for total or partial defaults related to obligations under this Agreement if the default is due to force majeure circumstances that have arisen after the conclusion of the Agreement and which circumstances the Parties were not able to predict or prevent. Specified circumstances include floods, fires, earthquakes, explosions, epidemics, and other weather conditions, as well as wars, military operations, strikes, or circumstances that prevented the implementation of this Agreement.
(2)After the end of the force majeure circumstances, the Party that refers to such circumstances shall promptly, but not later than 5 business days after the end of the above mentioned circumstances, notify the other Party in writing of the new circumstances. The notice must include information about the character and consequences of force majeure, estimated duration of such circumstances and the estimated impact on the possibility of further implementation of the Agreement.
SEVERABILITY CLAUSE
Article 10
(1)In the event that any provision of this Agreement is inconsistent with the law or is unenforceable, the remaining provisions of this Agreement shall remain in force and shall have full legal effect.
(2)IfanyprovisionofthisAgreementisdeclaredorbecomesvoidorisdeclaredinvalidorunenforceable,suchvoid, invalid or unenforceable provision, depending on the case, will immediately be replaced by another provision thatthePartieswillnegotiateinvalidformandcontentandwhichshallinalegallyvalidwayachievethepurpose andintentofthevoid,invalidorunenforceableprovisionasmuchaspossible,bearinginmindtheinterestsofthe Parties.
CORRESPONDENCE
Article 11
All notices, letters, applications, accounts, invoices, etc. sent by one Party to another must be in writing and submitted to the responsible person designated in this article, by official e-mail or by registered mail with delivery receipt to the following addresses:
EURONAUTIC d.o.o.
Obalakralja Petra Krešimira IV 38 Biograd, Croatia, e-mail:
Telephone: 00385(0)23 385 205
Authorised person: Katarina Vujević Babara AGENT:
Adress: TOWAROWA 16/6 , KOLOBRZEG , 78-100 e-mail: Telephone:0048 94 354 54 19 w. 25 , Authorisedperson:Piotr , Banach
CONFIDENTIALITY
Article 12
(1)Both Parties agree not to use or disclose to third parties (unless required for the execution of this Agreement), without a written consent of the other Party, any provision of this Agreement or any other information considered confidential by any Party, unless required by thelaw.
(2)TheprovisionsofthissectionarebindingforthePartiesevenafterwithdrawalfromorterminationofthisAgreement or after the period of itsvalidity.
FINAL PROVISIONS
Article 13
(1)The Parties mutually declare that they will use their best efforts to resolve any dispute in connection with this Agreementbymutualdialogueandmutualcompromise.
(2)Anyeventualdisputethatcannotberesolvedamicablyshallbesubjectofacourtproceedingbeforethematerially competentcourtinZagreb,andCroatianlawshallbeapplied.
Article 14
ThisAgreementandtherightsandobligationsarisingfromit,canbetransferredtoathirdpartywithpriorconsent ofbothParties.
Article 15
Amendments to this Agreement shall not be valid unless they are in writing and signed by both Parties.
Article 16
(1)ThePartiesagreethatthisAgreementisanexpressionoftheirtruewill,givenwithoutflawsandshortcomings,and asasignofacceptanceofallprovisionsthereof,thepartiessignthisAgreementsingle-handedly.
(2)The Parties agree that this Agreement is entered into on the date specified as the date of signature and at the momentofitsconclusionithaslegalforceandshallproducelegaleffectbetweentheParties.
Article 17
(1)ThisAgreementisconcludedintwoidenticalcopieseachhavingtheeffectoftheoriginal.
(2)EachPartyshallreceiveonefullcopyoftheAgreementwitheverypagesignedbytheauthorisedperson.
InBiograd,
TheEmployer:TheAgent
GlobTourist
POWER OF ATTORNEY
Euronautic d.o.o.
Obala kralja Petra Krešimira IV 38 23210 Biograd na Moru
Croatia
VAT No. HR05388981949 ID: HR-B-23-080415204
represented by Katarina Vujević Babara authorize
state(hereinafterreferredtoasTerritory):
VATNo.
representedby
to do any and all of the following:
-TosignachartercontractunderCharterer’sGeneralConditions(enterintocontractwiththeClient)inCharterer’s nameandonCharterer’saccount,
-To receive money from the Clients in Charterer’s name and on Charterer’s account,
Place; Biogradna Moru