Terms of Business – General Provisions

Article 1 – General Provisions

These Terms of Business regulate the business relationship between Otium Real Estate d.o.o., Zagrebačka 10, 52100 Pula, Croatia (hereinafter referred to as “the Company” or “we”) and natural or legal persons (hereinafter referred to as “the Client” or “you”) who enter into a Mediation Agreement with the Company for real estate transactions. These terms ensure compliance with Croatian laws, regulations set by the Croatian Chamber of Economy (HGK), and European Union regulations regarding real estate brokerage and mediation.

Article 2 – Definitions

2.1 Real Estate Broker: Otium Real Estate d.o.o., a trading company registered and licensed to engage in real estate brokerage in accordance with Croatian law and HGK regulations (hereinafter: “Broker”).

2.2 Real Estate Brokerage Agent: A natural person registered in the Directory of Real Estate Brokerage Agents and employed by the Broker to conduct real estate mediation (hereinafter: “Agent”).

2.3 Mediation in Real Estate Transactions: Actions by the Broker to connect the Client with third parties for the purpose of negotiating and preparing legal transactions related to real estate, including buying, selling, exchanging, renting, leasing, etc.

2.4 Principal: The Client who enters into a written Mediation Agreement with the Broker (seller, buyer, lessor, lessee, etc.).

2.5 Third Party: A person whom the Broker attempts to connect with the Principal to negotiate and conclude legal transactions concerning a specific real estate (hereinafter: “Third Party”).

2.6 Mediation Fee: The fee payable by the Principal to the Broker for mediation services (hereinafter: “Fee”).

Article 3 – Property Offer

The Broker’s property offers are based on information received in writing and/or verbally from property owners or as specified in written and/or oral instructions from the Principal. Offers and notifications from the Broker must be treated as confidential by the Principal and may only be disclosed to third parties with the Broker’s written consent. The Broker reserves the right for potential errors in property descriptions and prices, as well as the possibility that a property advertised may already be sold or withdrawn by the owner.

Article 4 – Agreement on Real Estate Brokerage

In the Agreement on Mediation in Real Estate Transactions (hereinafter: “Agreement”), the Broker undertakes to attempt to connect the Principal with a third party for negotiating and concluding legal transactions related to the transfer or establishment of real property rights. The Principal agrees to pay a brokerage fee to the Broker upon successful conclusion of such transactions. The Agreement is executed in writing and for a specified period. If no specific term is agreed upon, the Agreement is deemed to be valid for a period of 12 months and may be extended by mutual agreement.

Article 5 – Obligations of the Broker

5.1 Duties: The Broker shall undertake the following when mediating the conclusion of purchase, lease, or real estate lease agreements:

  • Attempt to connect the Principal with third parties for mediated transactions.
  • Provide information to the Principal regarding the average market price of similar properties.
  • Obtain and review documents proving ownership or other real rights to the property.
  • Undertake necessary actions to market the property adequately and perform any additional actions agreed upon in the brokerage agreement that exceed standard practices, for which additional pre-agreed costs may apply.
  • Facilitate property inspections.
  • Mediate negotiations and endeavor to conclude contracts.
  • Maintain confidentiality of Principal’s personal data and, upon Principal’s written request, treat information regarding the property or related business as confidential.
  • Verify the intended use of land in accordance with applicable spatial planning regulations if the subject of the Agreement involves land.
  • Inform the Principal of all relevant circumstances known or reasonably should be known to the Broker.
  • Familiarize the Principal with the provisions of the Law on Prevention of Money Laundering and Financing of Terrorism.

Article 6 – Obligations of the Principal

By signing the Mediation Agreement, the Principal agrees to:

  • Provide the Broker with all necessary information pertinent to the mediation services, accurately describe the property, and if applicable, provide location, construction, or usage permits, and proof of compliance with obligations towards third parties for inspection.
  • Submit all documents proving ownership or other real rights to the property.
  • Allow the Broker and interested third parties to view the property.
  • Pay the Broker the agreed brokerage fee upon the conclusion of the mediated transaction, unless otherwise stipulated.
  • Reimburse the Broker for expenses incurred during the mediation, if expressly agreed beyond standard mediation costs.
  • Inform the Broker in writing of any changes related to the mediation activities authorized by the Principal, particularly changes in property ownership.

The Principal is not obligated to negotiate or conclude a mediated transaction with a third party introduced by the Broker, unless otherwise specified in the Agreement. The Principal shall be liable for damages if acting in bad faith and shall reimburse all related costs incurred during the mediation, which shall not be less than one-third nor more than the agreed fee.

Article 7 – Mediation Fee

The amount of the Fee is determined by the Agreement on Mediation in Real Estate Transactions and specified in the Broker’s price list. The Fee includes all Broker services as agreed upon. Should the Broker undertake additional activities at the Principal’s request beyond the agreed scope of services, the Principal shall reimburse the Broker for actual costs incurred for such activities, in addition to any hourly mediation fees. The Broker acquires the right to the Fee in full upon successful conclusion of the mediated transaction (pre-contract or contract). Value-added tax (VAT) applies to the Fee amount. If the Principal independently offers the Broker a higher fee than agreed, the Broker may accept such compensation, provided it reasonably corresponds to the Broker’s services, outcomes, and the Principal’s financial capacity.

Article 8 – Exclusive Mediation

By agreeing to exclusive mediation, the Principal commits not to engage any other brokers for the same mediation services, as agreed upon in writing. If, during the term of exclusive mediation, the Principal concludes a transaction through another broker for which the exclusive Broker was engaged, the Principal shall pay the exclusive Broker the agreed Fee, along with any additional actual costs incurred during the mediation for the specified transaction. Upon entering into an exclusive mediation agreement, the Broker must clearly explain the meaning and legal implications of this contractual clause to the Principal.

Article 9 – Termination of Mediation Agreement

A mediation agreement with a fixed term ends upon expiration if the mediated transaction is not concluded within that period or upon termination by either party. If the Agreement does not specify a notice period, termination requires eight days’ written notice from the date of receipt. Either party may terminate the mediation agreement prior to its expiration only for justifiable reasons. In such cases, the Principal shall reimburse the Broker for any incurred expenses. Within 12 months after the mediation agreement’s termination, if the Principal concludes a transaction resulting from the Broker’s prior efforts, the Principal shall pay the Broker the full Fee.

Article 10 – Liability

The Broker shall not be liable for any indirect or consequential loss or damage arising out of or in connection with the mediation services provided, except in cases of gross negligence or willful misconduct. The Principal agrees to indemnify and hold the Broker harmless against all claims, liabilities, costs, and expenses arising out of or in connection with the services provided, unless such claims arise from the Broker’s gross negligence or willful misconduct.

Article 11 – Final Provisions

For matters not explicitly covered by these General Terms and Conditions, Croatian laws governing mediation in real estate transactions and contractual relationships shall apply. Any disputes shall be resolved by the competent court in Pula. If any provision of these terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

In Pula, on 01.05.2024.