APOLLO DEVELOPMENT D.O.O.

GENERAL TERMS AND CONDITIONS FOR PROVISION OF SERVICES

1. SCOPE

Subject of the General Terms and Conditions

These General Terms and Conditions shall apply to all Business Cooperation Agreements (hereinafter: the Agreement) concluded between any investor (hereinafter: the Investor) and Apollo development do.o. with its registered seat in Zagreb, Lovinčićeva ulica 3, OIB: 49797999482 (hereinafter: the Project Developer).

Application of the General Terms and Conditions and Relation to Special Provisions

These General Terms and Conditions apply to all business and contractual relations between the Project Developer and the Investor and supplement the special provisions determined between the contracting parties. In case of deviation of certain provisions from these General Terms and Conditions and some special provisions determined in writing between the Investor and the Project developer as contracting parties, the relevant special provisions shall apply. Oral provisions contained in conflicts with the provisions of these General Terms and Conditions are not valid unless they are confirmed in writing by the Project Developer.

Application of the General Terms and Conditions to Future Contracts and/or Business or Contractual Relationship

After entering the first business or contractual relationship with the Project Developer to which these General Terms and Conditions apply, these General Terms and Conditions also apply to any future business or contractual relationship between the Project Developer and the Investor, also in the case if their application is not explicitly agreed again.

Exclusion of the Application of the General Terms and Conditions of the Investor

The General Terms and Conditions or other general or special conditions of the Investor are not integral part of the business or contractual relationship between the Project Developer and the Investor, and do not apply to their relationship.

Establishing a Contractual Relationship with the Project Developer

The contractual relationship between Project Developer and the Investor is based on concluding a written Agreement.

Sample agreements for the project CarParkFly Split is available in different language versions upon request on: info@apollo-development.com.

2. OFFER AND ACCEPTANCE

Offer on Request

Based on the Investor’s request, the Project Developer shall deliver the Investor the draft of the Agreement as the written offer for the investment to any of the Project Developer’s ongoing projects, depending on the Investor’s choice of the desired project.

Offers by the Project Developer are non-binding, meaning there is no legal or other obligation of the Investor to sign the Agreement a copy of which was delivered to the Investor.

The Project Developer, as a project manager and contracting party to the Agreement, provides the Investor a period of 15 (fifteen) days from the day of sending the draft of the Agreement (contract offer) to review it carefully and get acquainted with its legal consequences and/or to engage a legal expert to interpret it.

Acceptance of the Offer

It is considered that the Investor has accepted the offer by sending a signed copy of the Agreement in a written form to the Project Developer (signed in handwriting or with an electronic signature which allows the identification of the signatory).

If the duly signed Agreement is sent via facsimile, fax or as a scanned copy via e-mail, such copy shall be deemed to be effective, and considered to be an original of the Agreement up until the moment the original copy of the Agreement is received by the other party.

By accepting the offer, it is considered that the Investor has taken over all the rights and obligations from the Agreement and that, as a contracting party, accepts all the legal consequences that arise from it.

By accepting the offer, the Investor confirms and acknowledges that (i) he has read and fully understood these General Terms and Conditions, the Agreement, as well as all documents, term sheets, and documentation pertaining to the Agreement; (ii) he is aware that all investments in the Project Developer’s projects are associated with certain business risks for all contracting parties which the Investor fully accepts; (iii) entering into the Agreement constitutes Investor’s own judgment made by his own assessment, and that (iv) the Project Developer is not responsible for any losses which may be incurred by the Investor by entering into the Agreement.

Deviations from the Offer

If the acceptance of the offer deviates at any point or parameter from the offer made by the Project Developer, such deviated acceptance of the offer is considered an offer made by the Investor that will be binding on the Project Developer only with a provided explicit written confirmation by the Project Developer.

Offer Validity Period

Unless explicitly stated otherwise in the offer, the Project Developer’s offer is binding in the period from 15 (fifteen) days from the day of sending the offer, i.e., sending the draft of the Agreement to the Investor. Acceptance of the offer received by the Project Developer after the expiration of the specified period, binds the Project Developer only if the Project Developer explicitly confirms such an offer.

3. INVESTMENT SHARE

General

The investment share to participate in Project Developer’s project shall be set out in the Agreement, depending on the project to which it relates.

Investor’s Investment Share

Unless explicitly stated otherwise in the Agreement, the Investor’s investment share shall refer to investing a certain amount of money to a Project Developer’s project, which shall be paid in the amount and under the terms specified in the Agreement.

If the Investor’s Investment Share is related to the Project Developer’s project in Real Estate, it represents a direct investment to a specific part (i.e., specific unit) of the project, precisely specified in the Agreement. For the avoidance of any doubt, unless explicitly determined otherwise for a certain Real Estate project, the latter mentioned specific part (i.e., specific unit) of the Real Estate project is legally completely separated from the Project Developer’s Real Estate project as a whole. In such a way, an individual Investor invests only in the latter mentioned specific part (i.e., specific unit), but not in the Project Developer’s Real Estate project as a whole.

The latter payment shall not be deemed to have been made before the Project Developer’s account has been fully and irrevocably credited.

If the Investor fails to make the latter payment by the stipulated date, the Project Developer shall be entitled to interest from the day on which payment was due. In case of late payment, the Project Developer may, after having notified the Investor, suspend its performance of the Agreement until payment has been received.

If the Investor fails to make the due payment within the allowed subsequent period, the Project Developer shall be entitled to terminate the contract by notice in writing to the Investor and to claim compensation for the loss incurred.

Project Developer’s Investment Share

Unless explicitly stated otherwise in the Agreement, the Project Developer’s investment share shall refer to the idea, implementation, management, development, and delivery of the project to which the Agreement relates.

Investor’s Investment Share return in Real Estate projects

Unless explicitly stated otherwise in the Agreement, the Investor’s investment share return in the Project Developer’s projects related to Real Estates represents the Investor’s acquisition of ownership of the particular unit in the Project Developer’s Real Estate project, legally separated from the Project Developer’s Real Estate project as a whole.

4. OBLIGATIONS

The Project Developer and the Investor shall cooperate in good faith after the conclusion of the Agreement and will take all necessary actions as well as draw up any document of any kind, which can be reasonably expected to be necessary or advisable for the fulfillment of obligations under the Agreement.

Investor’s Obligations

The Investor shall duly and timely make available to the Project Developer all information and documents that the Project Developer deems necessary to be able to carry out the Agreement correctly and shall provide the Project Developer with all cooperation which might be reasonably required.

The Investor shall duly inform the Project Developer of any facts and circumstances that may be relevant in connection with execution of the Agreement.

The Investor shall guarantee to the Project Developer and be responsible for the correctness, completeness and authenticity of any information provided to the Project Developer. The Project Developer is not obliged to check the validity and authenticity of information and documents received from the Investor unless otherwise expressly agreed by the parties in writing. The Investor shall reimburse to the Project Developer any damage incurred due to the breach of guarantees provided in this clause.

Project Developer’s Obligations

The Project Developer shall do everything reasonably possible to complete the project to which the Agreement relates in an orderly and timely manner.

If the Project Developer foresees or encounters difficulties that could affect the orderly and timely completion of the project to which the Agreement relates, he will inform the Investor at the earliest convenience given the nature of the matter.

5. CONFIDENTIALITY

The Project Developer and the Investor shall keep as strictly confidential all the information received in the process of negotiating and fulfilling the Agreement, especially information related to other contracting party, and/or third parties, and/or the Agreement and/or rights and obligations arising from the Agreement, as well as all other information related to the Agreement and the project to which the Agreement relates.

The Project Developer shall not be liable for the disclosure of such confidential information to anyone directly involved in the development and realization of the project to which the Agreement relates. It especially refers to service providers, and/or cooperants, and/or any state authority entitled to request such information pursuant to the applicable legislation.

The Project Developer and the Investor shall take all the necessary steps to ensure that all confidential information is well protected by their employees.

It is particularly prohibited for the Project Developer, and/or the Investor, and/or their employees to make public statements about confidential information without the prior written approval of the other party of the Agreement.

6. FORCE MAJEURE

The Project Developer shall not be liable for any delay in performance or for non-performance of obligations under the Agreement, in whole or in part, caused by the occurrence of any circumstances beyond control of the parties (Force Majeure), including but not limited to war, fire, floods, earthquakes, storms, pandemics or other natural disasters, strikes, insurrection or other act of civil disobedience, acts of any government bodies or any other extraordinary circumstances which cannot be foreseen and prevented and which impede the fulfillment of obligations.

The latter also applies to the Investor in case when, according to the Agreement, his investment does not constitute investing a certain amount of money to a Project Developer’s project.

In case of delay in performance of the obligations under the Agreement by the Project Developer due to Force Majeure, the Investor is not entitled to the liquidated damages and/or contractual penalty.

Cases of delays in performance due to Force Majeure also include cases of slowness of the administrative bodies (state institutions, local and regional self-government bodies, and legal entities with public authorities).

7. SANCTIONS CLAUSE

The Project Developer shall not be liable for any delay in performance or for non-performance of obligations under the Agreement, in whole or in part, if the fulfillment of obligations thereunder becomes impossible as a result of the introduction of new or toughening of existing sanctions by foreign countries.

For the avoidance of doubt, the introduction of new or toughening of existing sanctions by foreign countries is not considered as a suspensive or resolutory condition of the Agreement. If, in the opinion of one of the parties, the execution of the Agreement becomes impossible in the abovementioned circumstances, the parties undertake to enter negotiations in order to discuss the reasonability of changing or terminating the Agreement.

8. COMMUNICATION

For the purposes of mutual communication in fulfilling obligations under the Agreement, the Project Developer and the Investor shall appoint a responsible person, whose communication address and other necessary details shall be inserted in the Agreement.

9. SEVERABILITY

If any of the provisions of the Agreement are null and/or void and/or invalid and/or unenforceable in any respect, then, to the extent that it is allowed pursuant to the applicable regulations, such null and/or void and and/or invalid and/or unenforceable provision shall not affect the validity of the remaining provisions of the Agreement.

Null and/or void and/or invalid and/or unenforceable provision of this Agreement for the purpose of removing defects shall be replaced with valid and enforceable substitute provision that corresponds to the will of the contracting parties pursuant to the Agreement, which will be close to the economic purpose of the null and/or void and/or invalid and/or unenforceable provision. The same applies in case if the nullity and/or voidance and/or invalidity and/or unenforceability of certain provisions is related to the determination of any obligation or deadline. In that case, legally permitted scope of the obligation or deadline shall be determined as similar as it was intended.

10. APPLICABLE LAW AND DISPUTE RESOLUTION

Unless otherwise stipulated, the Agreement shall be governed by and construed according to the Croatian law.

In case of any disputes the Project Developer and the Investor shall take every effort to resolve the matter amicably.

If no amicable agreement is reached, all disputes, disagreements and conflicts arising out of or in connection with fulfillment of the Agreement, violation or termination thereof shall be resolved before the competent Croatian court with the application of Croatian substantive and procedural law, and with the exclusion of conflict of law rules of Croatian private international law.

11. LANGUAGE AND NUMBER OF COPIES

Language of the Agreement

Unless otherwise stipulated, the Agreement shall be executed and delivered in Croatian, and English or Danish, Norwegian, or Swedish.
In case of any discrepancies between the Croatian version, and the English, Danish, Norwegian or Swedish version, the Croatian version of the Agreement shall prevail.

If the Investor does not fully understand any of the latter languages, he shall at his own expense engage an official translator and/or other professional to translate and/or interpret the Agreement, these General Terms and Conditions, as well as all documents, term sheets, and documentation pertaining to the Agreement.

After signing the Agreement, the Investor can no longer invoke that he has not understood some and/or all latter documents and/or their provisions.

Number of Copies of the Agreement

Unless otherwise agreed, the Agreement shall be executed in two copies of equal legal force, one for the Property Developer and one for the Investor.

12. FINAL PROVISIONS

Publication of the General Terms and Conditions

These General Terms and Conditions are published on the Project Developer’s website at the link: https://www.apollo-development.com/terms-and-conditions/.

The Project Developer shall have the right to amend these General Terms and Conditions at any time by publishing an amended version.

Entry into Force of the General Terms and Conditions

These General Terms and Conditions shall enter into force on 16.02.2023.