The following terms and conditions apply in the absence of any other formal written agreement between Yacht Around and the Client in respect of the provision of services by Yacht Around.

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Where they apply, these terms and conditions supersede all previous communications between Yacht Around and the Client, whether written or oral, relating to the same subject-matter. No warranty, condition, term, description or representation is given or to be implied by anything said or written in negotiations between Yacht Around and the Client, other than as set out in these terms and conditions.

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Definitions

Client: means the person, firm or entity which engages Yacht Around to provide the Services;

Contract: means the agreement between Yacht Around and the Client in respect of the provision of the Services, which incorporates these terms and conditions;

Fee: means the sum payable by the Client to Yacht Around in respect of the Services, which is agreed and shall be calculated by standard fees in our Price List that is available to every client on request;

Yacht Around: means the company which agrees to provide the Services to the Client;

Indemnity Limit: means either: (1) a sum equal to the amount of the Fee paid by the Client to Yacht Around in respect of the Services; or (2) the sum of €500,000, whichever is the lower;

Price List: means Yacht Around´s list of charges and fees as published by Yacht Around from time to time and always available on the request;

Services: means the services (or any of them) to be provided by Yacht Around, as requested by the Client or as proposed by Yacht Around.

 

1. Appointment of Yacht Around

(a) Yacht Around shall use its best endeavours to provide the Services and shall exercise reasonable skill and care in its provision of the Services.

(b) The Client shall pay Yacht Around the Fee for providing the Services.

(c) Yacht Around shall be entitled to assume that the Client has full authority to engage Yacht Around to provide the Services and that any person who holds themselves out as representing the Client has full authority to do so.

(d) Yacht Around shall, in providing the Services, be entitled to have due regard to its overall responsibilities in relation to all of its clients as may from time to time seek its services and to allocate its resources accordingly.

(e) Any changes or additions to the scope of the Services shall be agreed in writing by the Parties.

 

2. Client’s Obligations

(a) The Client shall ensure that full instructions are given to Yacht Around and are provided in sufficient time to enable the Services to be performed effectively and efficiently. The Client shall disclose to Yacht Around all relevant information of which they have knowledge, or to which they have access, in relation to the Services.

(b) In the event of any breach by the Client of the requirements of Clause 2(a) above, the Client shall be responsible for all costs incurred by Yacht Around as a consequence of the breach and Yacht Around shall not be liable for any consequential failure to provide the Services (or any of them).

(c) Yacht Around shall have no liability whether in contract, tort or otherwise in respect of the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions or the non-disclosure by the Client of relevant information.

 

3. Expenses

The Client shall reimburse Yacht Around for service parts expenses, postage and communication expenses, travelling expenses, and other out-of-pocket expenses reasonably and properly incurred by Yacht Around in connection with the provision of the Services (together, the “Expenses”). Expenses shall be reimbursed at cost plus an administration charge of 5%.

 

4. Duration of the Contract

(a) Unless terminated earlier in accordance with any other provision of this Clause 4, the Contract will terminate automatically (save in respect of any provisions which survive such termination) upon completion of the Services in accordance with the Contract.

(b) Either party may terminate the Contract on giving to the other party reasonable notice in writing (having regard to the nature and duration of the Services).

(c) Yacht Around may suspend performance of the Services and/or terminate the Contract with immediate effect by notice in writing to the Client if:

(i) any sum due or payable by the Client to Yacht Around remains outstanding for more than seven (7) days;

(ii) the Client fails to perform any of its obligations under the Contract in any material respect which is incapable of remedy or, if capable of remedy, is not remedied to the reasonable satisfaction of Yacht Around within such a period of time as may in the circumstances be reasonable (having regard to the nature and duration of the Services) after receipt of written notice giving particulars of the breach and requiring it to be remedied;

(iii) the Client fails to respond in a timely manner to Yacht Around’s reasonable requests for information and/or instructions; or

(iv) the Client makes no request for Services from Yacht Around for a continuous period of one month.

(d) Yacht Around shall have no liability whatsoever for any losses of whatever nature incurred or suffered by the Client as a result of lawful suspension or termination of the Contract by Yacht Around.

(e) Termination of the Contract shall be without prejudice to all rights accrued between the parties prior to the date of termination.

 

5. Compliance with Laws and Regulations

(a) The Client warrants that it (including, where it is an incorporated entity, its ultimate beneficial owner(s) and controller(s)) and any vessel, aircraft or land property to which the Services relate is/are not designated by any relevant authority or government (including, but not limited to, those in the EU, Monaco, UK, UN, USA) as being the subject of any prohibitive or restrictive measures which would inhibit the ability of Yacht Around to provide the Services and/or to receive any payment(s) from (or on behalf of) the Client.

(b) The Client shall, on request, make available to Yacht Around such evidence as may reasonably be required to establish its identity, nationality, place of domicile and residence (or, where it is an incorporated entity, the legal status of the entity and the equivalent evidence in respect of its ultimate beneficial owner(s) and controller(s)) and its sources of wealth and funds, together with any documentation reasonably requested by Yacht Around in order to comply with relevant regulations in respect of handling of funds.

(c) The Client warrants and shall procure that all funds provided to Yacht Around in connection with the Services are made available in compliance with all applicable regulations and legislation in any applicable jurisdiction.

(d) The Client shall indemnify Yacht Around and its directors, employees, agents and sub-contractors and shall hold them harmless against and in respect of all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, and all other losses, damages, costs and expenses (including all reasonably incurred legal expenses on a solicitor and own client basis), which may be brought against them or incurred or suffered by them (directly or indirectly), as the case may be, as a consequence of any breach by the Client of sub-Clauses (a) to (c) above.

 

6. Yacht Around’s Proprietary Information and Intellectual Property

All documents, reports, drawings, specifications, data and other information and materials (including any intellectual property therein) made available or provided by or on behalf of Yacht Around to the Client in connection with the Services and any information and materials derived by the Client therefrom (together Yacht Around’s  materials) shall, at all times, be and remain the property of Yacht Around, and shall be held by the Client in safe custody at its risk until returned to Yacht Around. Ownership of any copyright and/or other intellectual property in any documents, materials and/or work developed or produced by or on behalf of Yacht Around in connection with the provision of the Services shall vest in Yacht Around and shall form part of Yacht Around’s Materials. The Client shall not dispose of or use Yacht Around’s Materials other than in accordance with Yacht Around’s written instructions or authorisation. The Client shall return to Yacht Around forthwith any or all of Yacht Around’s Materials at any time at the request of Yacht Around and in any event upon the termination or expiry of the Contract.

 

7. Liability

(a) Without prejudice to Clause 9 and notwithstanding anything that may appear to the contrary in the Contract:

(i) Yacht Around shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, and howsoever arising in the course of the performance of Yacht Around’s obligations under the Contract UNLESS and only to the extent that same is proved to have resulted from the fraud, fraudulent misrepresentation, negligence, gross negligence or wilful default by/of Yacht Around or its employees, agents or sub-contractors employed or engaged by it in connection with the Services, in which case (save where loss, damage, delay or expense has resulted from the act or omission of a member of the senior management of Yacht Around’s committed with the intent to cause same, or recklessly and with knowledge that such loss, damage, delay or expense would probably result, or from fraud or fraudulent misrepresentation) Yacht Around’s aggregate liability for each incident or series of incidents giving rise to a claim or claims (including legal expenses) shall not exceed the Indemnity Limit;

(ii) Yacht Around shall not be liable for any acts or omissions of the Client’s employees, agents and sub-contractors;

(iii) the liability of Yacht Around under the Contract for loss and damage shall be limited to the amount that is reasonable for Yacht Around to pay in relation to the contractual responsibilities of other consultants, contractors and specialists employed or engaged by the Client;

(iv) Yacht Around shall not be liable for any consequential, indirect or special loss (including loss of profit, loss of revenue, loss of data and/or data breach, loss of use, loss of opportunity, harm to reputation, loss of goodwill, loss of business and wasted expenditure) suffered by the Client, whether arising out of or in connection with the Contract or otherwise;

(v) nothing in the Contract shall operate to limit or exclude Yacht Around’s liability for death or personal injury of any person caused by negligence (including without limitation any negligent act or omission) on the part of Yacht Around or those for whom it is responsible;

(vi) Yacht Around’s liability to the Client shall expire and claims against Yacht Around shall become time barred after twelve (12) months following completion of the Services;

(vii) Yacht Around shall not be liable in respect of any breach of its obligations under the Contract of which written notification shall not have been given within ninety (90) days of the date on which the Client ought reasonably to have become aware of the existence of such breach;

(viii) Yacht Around gives no warranty or guarantee and makes no representation as to the accuracy or nature of any information provided to the Client or as to the financial standing or creditworthiness of any person; and

(ix) save as is expressly stated in the foregoing, all terms, conditions and warranties implied by law are excluded to the maximum extent permissible.

(b) No director, employee, agent or sub-contractor of Yacht Around shall in any circumstances whatsoever be under any liability whatsoever to the Client for any loss, damage or delay of whatever kind arising or resulting directly or indirectly from any act, neglect or default on their part while acting in the course of or in connection with their employment or engagement. Without prejudice to the generality of the foregoing, every exemption, limitation, condition and liberty contained in the Contract and every right, exemption from liability, defence and immunity of whatever nature applicable to Yacht Around or to which Yacht Around is entitled under the Contract shall also be available and shall extend to protect every such director, employee, agent or sub-contractor of Yacht Around acting as aforesaid. For the purpose of the foregoing, Yacht Around is or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be its directors, employees, agents or sub-contractors from time to time and such persons shall to this extent be or be deemed to be parties to the Contract.

(c) Yacht Around may (at its own cost and risk) sub-contract in any manner with any person or entity to engage such person or entity to deliver part or all of the Services.

 

8. Indemnity

Except to the extent to which Yacht Around would be liable under Clause 7(a)(i) above, the Client shall indemnify Yacht Around and its directors, employees, agents and sub-contractors and shall hold them harmless against and in respect of all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising, and all losses, damages, costs and expenses (including reasonably-incurred legal costs and expenses on a solicitor and own-client basis), which may be brought against them or incurred or suffered by them (directly or indirectly), as the case may be, in connection with the Contract. This indemnity shall survive the termination of the Contract. For the purposes of this Clause 8, the expression “Yacht Around” shall include any member of the company.

 

9. Force Majeure

(a) In this Clause 9, “Force Majeure” means any event or sequence of events beyond a party’s reasonable control which prevents it from, or hinders or delays it in, performing any or all of its obligations under the Contract including, but not limited to: (i) acts of God, earthquakes, landslides, fires, floods, droughts, storms or other natural disasters; (ii) government requisitions, controls, sanctions, interventions, requirements or interferences; (iii) any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof; (iv) riots, civil commotion, blockades or embargoes; (v) epidemics, pandemics or equivalent public health emergencies; and (vi) strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the crew of any vessel, aircraft or other means of transport) of the party seeking to rely on this Clause 9.

(b) Where Force Majeure occurs, or is reasonably likely to occur, a party shall not be liable to the extent that it is prevented from, or hindered or delayed in, performing its obligations under the Contract due to Force Majeure (except for any obligation on the part of the Client to make payments due to Yacht Around, which shall not be so excused), provided that the affected party promptly notifies the other party of the occurrence of the event or sequence of events and its expected duration and uses reasonable endeavours to minimize the effect(s) of the event or sequence of events.

 

10. Law and Arbitration

(a) The Contract shall be governed by and construed in accordance with Croatian law.

(b) Any dispute arising out of or in connection with the Contract (including any non-contractual obligations arising out of or in connection with it) shall be referred to arbitration court in Zagreb in accordance with the Official Gazette no. 88/2001. The Parties hereby exclude any right to appeal any award under the Official Gazette no. 88/2001. The existence of any arbitration and any resulting award shall be confidential.