General terms and conditions

GENERAL TERMS AND CONDITIONS OF BUSINESS OF
EROP CONSULTING

The General Terms and Conditions of EROP ADVISORY d.o.o., headquartered in Zagreb, Strossmayer Square 8, registered at the Commercial Court of Zagreb under MBS: 081696440, OIB: 92936680175 (hereinafter: EROP Consulting), regulate the way in which EROP Advisory will provide services to legal and/or private persons (hereinafter: client) in the field of their activity.

These General Terms and Conditions are an constituent part of any operational financial consulting agreement concluded between EROP Advisory and the Client as well as other Agreements, which are within the scope of EROP Advisory and the Client. Furthermore, these General Terms and Conditions supplement the specific contractual agreements of the contracts established between EROP Advisory and the Client.

These General Terms and Conditions are available on the EROP Advisory web site and any changes, as well as any amendments to the General Terms and Conditions, will be announced in the same way.

Should the concluded agreement differ from the provisions of the General Terms and Conditions, the provisions of the concluded agreement will apply to the relation with individual clients.

For the purposes of these General Terms and Conditions, the term financial institution means a legal entity that collects funds and directs them into financial standings, whether it is a depository or non-depository financial institution, including but not limited to banks and/or savings banks and/or insurance companies and/or pension funds and/or mutual funds.

For the purposes of these General Terms and Conditions, the term debt holder shall mean any legal and/or private person who has in any way taken over a claim from a financial institution, without being limited to one transfer of the claim.

Within its activity, EROP Advisory provides its clients with financial consulting services, operational financial consulting services and all related services, as ordered by the Client.

The proposal of the agreement for the EROP Advisory services is made based on the information contained in the Client's inquiry, whose main assumptions for the future term are set out in the summary of the meeting, which is made and submitted to the Client before the conclusion of the contract.

The proposal of the contract, which is a kind of offer, is valid 7 (in letters: seven) days from the date when it was submitted to the Client (by electronic or registered mail or by personal means), and after that period it becomes optional for EROP Consulting.

The Client will notify EROP Advisory of the acceptance of the proposal for the content of the contract by an e-mail or mail or in person. Also, even if the Client does not explicitly confirm the contract or do not sign it physically, the contract between EROP Advisory and the Client shall be considered concluded if any of the following actions has been performed: (1) the part or all requested documentation has been submitted, (2) paid analysis costs and in connection with the preparation of contract documentation and contracting that preceded the conclusion of the contract, (3) a signed power of attorney, (4) through other concludent actions or otherwise. Only in the case of other concludent actions referred to in point (4) of the previous sentence, will EROP Advisory explicitly inform the Client that the contract is considered concluded, while in the cases referred to in points (1), (2) and (3) there is no explicit obligation to do so reporting to consider the contract concluded.

EROP Advisory will, in the provision of its services, act with the care of a good expert and in accordance with the rules of the profession.

EROP Advisory shall be responsible for the damage caused to the Client up to the amount of compensation and/or award received under the contract up to the moment of occurrence of the harmful event. In case that EROP Advisory has not received compensation and/or remuneration under the contract by the time of the occurrence of the adverse event, it shall not be liable for the damage caused to the Client.

If the Client contributes to the damage caused by their actions, the rules of the Law on Obligations on Shared Liability will be applied accordingly.

EROP Advisory shall not be liable for damage caused by an unclear or insufficiently specified order of the Client, force majeure, unrest, war, natural events or other circumstances of similar effect.

EROP Advisory provides the Client only to the extent specified in the contract and given by the Client. When and if it deems that it is in the best interests of the Client or that it removes irreparable damage from the Client, EROP Advisory may perform services that exceed the scope of the Client's orders, where EROP Advisory is entitled to a bonus increased by 50% (in letters: fifty percent) from the award provided for in the contract.

The Client will timely provide the necessary documentation, information, analyzes, studies and other relevant documentation requested by EROP Consulting.

The contracting authorities will also designate one or more persons who will provide additional documentation to EROP Advisory and, if necessary, organize meetings with the contracting authority and employees to obtain the information needed to provide services under the contract.


EROP Advisory is entitled to assume that all information and documentation received is true, accurate and complete and that, except for documentation made available to the Client by the Contracting Authority, there is no other information, extracts, books or other relevant documentation indicating a different state of affairs that EROP Advisory is examining according to the contract concluded with the Client.

Client is not allowed to conclude an contract and/or otherwise engage in business cooperation with persons employed or employed by EROP Advisory for the duration of the contract and for a period of one year from the end of the realization of mandate of EROP Consulting. Otherwise, EROP Advisory shall be entitled to charge the Client a penalty amounting to a fee and/or remuneration under a contract concluded with the Client, plus 100% (in letters: one hundred percent).

The Clients are obliged to pay the fee and/or the award within 7 (letters: seven) days from the date of realization of the mandate of EROP Consulting, unless otherwise explicitly and in writing stipulated in the contract or by some separate payment agreement.

The fee and/or reward does not include the material costs of EROP Consulting, including the costs of transportation, meals and accommodation on a business trip undertaken to fulfill the contract mandate under the Station and Compensation Decision, as well as external attorneys' fees, tax consultancy costs, the costs of financial consulting, the costs of certified experts and similar, which EROP Advisory is entitled to re-invoice at any time and increase by 20% (in letters: twenty percent) due to the cost of manipulating and coordinating external services.

All other costs (including but not limited to administrative and court fees, fees for hiring other advisers, etc.) will be covered directly by the Client unless otherwise agreed in writing by the parties.

In the case of granting and calculating discounts for services which are the subject to an individual contract with the Client, such discounts shall be granted on a one-off basis and shall not apply to the further services provided by EROP Advisory to those Clients or to the services provided to other Clients. Authorized calculation of discounts for services that are the subject of a specific contract with the Clients shall be made by the Clients only in case of payment of the pre-invoice within the due date, and in case of late payment, EROP Advisory reserves the right to charge the entire amount of the pre-invoice without an approved and calculated discount.

In case of late payment of the Client's obligations, EROP Advisory is entitled to accrue statutory default interest and all costs of the enforced collection procedure, including but not limited to outsourcing fees, court and administrative fees, transportation and food costs and accommodation, as well as the cost of working hours according to the Decision on Hours and Allowances.

EROP Advisory reserves the right to charge additional fees and/or rewards if it is shown that the information provided in the summary of the Client's meeting, on the basis of which the contract proposal was made, does not correspond to the actual scope of the services requested.
Clients always respond in solidarity to EROP Advisory for payment of fees and/or rewards, and EROP Advisory is authorized to demand payment of fees and/or rewards from any of the Contracting Entities individually or from all Contracting Entities together, until the full payment of fees and/or rewards plus legal default interest.

EROP Advisory will execute the mandate within the timeframe that it deems, at its discretion, to be necessary and appropriate for the realization of the Client's interests, regardless of the Client's assessment and requirements.

EROP Advisory is engaged in a specific financial advisory activity and the implementation of the mandate depends on the internal processes and decisions of third parties under which EROP Advisory acts on behalf of the Client. Due to the above, it is not possible to set a term of realization of the mandate unless explicitly stated in the individual contract.

The mandate of EROP Advisory is considered to be fulfilled in case that the Client did not object to the realized mandate, whereby the contracting authorities gave concludent consent to the realized mandate.

Obtaining a financing decision or a decision on loan reprograms, granting repayment of receivables or granting a one-off payment with the write-off of the rest of the debt or finding a solution that will have the same effect for the Client in the form of realization of the mandate may apply to any natural or legal person that the Clients are emphasized either in written or verbal communication with EROP Consulting.

Obtaining a decision implies any notice sent to the Client by EROP Consulting, whether by post and/or electronic mail and/or through other electronic communication and/or presentation of any document and/or letter of intent and/or any letter and/or a notice from the debt holder or financial institution indicating that the decision has been made within its agreed limits.

The successful execution of a mandate is considered to be the outcome of a decision and its delivery under the provisions of the preceding paragraphs of this Article, even if the decision is conditional or non-binding by the financial institution or the debt holder if it contains all the essential elements, as estimated by EROP Advisory and not by the Client. By signing the contract, the contracting authorities explicitly agree to the above interpretation of the successful execution of the mandate.

EROP Advisory has the right to extend the deadline for the realization of the mandate, if the deadline is agreed, if there are good reasons for it. In this case, the Clients are not authorized to terminate the contract or to ask for decrease of the fee or reimbursement of damages.

EROP Advisory is not responsible for any interruption of services that occur for reasons caused by the management and employees of the Client, the members of the Company of the Client, government bodies or for other reasons beyond the control of EROP Consulting. In case that a deadline of the mandate has been agreed, the deadlines within which EROP Advisory is obliged to fulfill the term of mandate shall be extended for the duration of such interruptions. EROP Advisory is authorized to partially deliver business, products and other activities.

The Clients are entitled to request clarification, amendment or correction of the received opinion, report or analysis of EROP Advisory within 7 (letters: seven) days from the date of their receipt, free of charge, while for clarification, amendment or correction of the received opinion, report or analysis after the expiry of 7 (in letters: seven) days EROP Advisory is entitled to an additional fee under the Station and Fee Decision.
If during the implementation of the mandate it turns out that EROP Advisory performs tasks within the scope of the Client's work, for which the Clients should or must have had sufficient and sufficiently educated workforce, then EROP Advisory shall be entitled to additional compensation under the Station and Fee Decision.

Clients may terminate their contract with EROP Advisory prior to the end of their term of mandate – if one was agreed - only if there is a justified reason for doing so.

There will be a justified reason for termination of the contract in the following cases:
- if either of the contracting parties fails to fulfill their contractual obligations, the contracting party who fails to fulfill the contractual obligations will be given a written deadline of 8 (letters: eight) days for subsequent fulfillment, and
- if due to force majeure it is objectively impossible to fulfill the services under the Contract.

In case that Clients prevent EROP Advisory from fulfilling its contractual obligations by improperly delivering the documentation and information required to provide the contracted services, EROP Advisory is entitled to terminate the Contract without leaving a deadline for subsequent fulfillment and to claim compensation, which is defined as the total amount of the award in the case of mandate realization.

The contract shall be considered terminated on the day when a notice of termination is given to the postal service provider, which shall be delivered by registered letter with the return receipt to the address specified in the contract, or to the address notified by the contracting party to the other party after the conclusion of the contract in writing, regardless of whether registered letter delivered.

In case of withdrawal of consultancy after the signing of the contract and/or non-realization of the mandate, which the Client intend to implement, if the reason for the cancellation and/or non-realization lies with the Client, EROP Advisory shall have the right to calculate the consultancy costs according to the Decision on Hours and Fees, payable at within 7 (letters: seven) days from the invoicing.

In case of the Client's cancellation within 6 (six: six) months from the conclusion of the contract, EROP Advisory has the right to calculate the consultancy costs according to the Decision on Hours and Fees, payable within 7 (letters: seven) days after the invoice is issued. The amount for the consultancy costs referred to in the preceding sentence may not exceed the maximum award as if the mandate had been fulfilled.

Additionally, in the event of the Client's cancellation, EROP Advisory continues to be entitled to an award for the implementation of the mandate and/or project, plus any actual costs that may be incurred in fulfilling and/or collecting the contractual fees and/or rewards, in the following cases:

- should the circumstances set out in the paragraphs of this article be fulfilled, whether he or she has found out about the fulfillment of the circumstances through the Client, the financial institution, the debt holder or through publicly available information,
- if the Client, upon withdrawal, realize the realization of the project and/or mandate with the Claim Holder and/or the financial institution, which realization is a consequence of the work and operation of Erop Consulting, regardless of whether it learned about the realization of EROP Advisory through the Client, a financial institution, a debt holder or through publicly available information,
- if the Client would withdraw from the contract before the decision was issued or at the time when it became certain that the conditions for the realization of the mandate would be created,
- if the Client would reach the same or similar solution with the other debt holder in the event of a redemption of the receivable or another financial institution in the case of financing.

The provisions of the above-mentioned paragraphs of this Article shall apply in the event of termination of the contract, either by EROP Advisory or by the Client.

EROP Advisory and the Client are obliged to keep confidential all information related to the concluded contract and information that they have learned about the other party, its business and the Client, except when disclosure of such information is stipulated by law. The obligation of secrecy has no time limit and does not terminate with eventual termination of the Agreement.

In case that EROP Advisory or the Clients are required by the decisions of the competent authorities to disclose confidential information, each party (if permitted by law) shall notify the other Contracting Party in writing before disclosing the confidential information. In any such case, confidential information will only be disclosed to the extent required by the competent authority.

Information that is already publicly available at the time the competent authority makes a Clients shall not be considered confidential within the meaning of this provision.

It is the obligation of the Client to provide EROP Advisory with their personal data which are stored in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27.04.2016 under the provisions of the Prevention of Money Laundering and Terrorism Financing Act. on the protection of personal data of individuals with regard to the processing of personal data and on the free movement of such data (GDPR).

By entering into a contractual relationship with EROP Consulting, the Clients declare and confirm that all information provided to EROP Advisory is true and accurate and give consent to EROP Advisory that during the contractual relationship it may collect and process the Client's personal data for the purpose of entering into and executing the contract.

By entering into a contractual relationship with EROP Consulting, Clients declare and confirm that they are aware that EROP Advisory may provide, transmit, forward and exchange personal information of the Client, related companies or a court of competent jurisdiction upon its written request or other competent authorities authorized by special law.

By entering into a contractual relationship with EROP Consulting, Clients declare and confirm that they are familiar with the legal basis for providing mandatory information and the consequences of withholding information, and in the case of false or inaccurate information, personal data may be collected and processed to prevent fraud.

All contents, documents, drafts, sketches and other materials produced within the scope of providing services to the Customers are the property of EROP Consulting.

EROP Advisory reserves the copyright on all the created documents, files, drafts, sketches, offers, written and oral opinions, analyzes and studies, and without the written and explicit consent of EROP Consulting, the Clients are not allowed to their use or transfer to third parties.

In case of violation of Article 15, paragraph 2 of the General Terms and Conditions, the predetermined amount of damages is HRK 100,000.00 (one hundred thousand kuna), and if EROP Advisory has incurred large amount of damages, EROP Advisory reserves the right to claim the full amount of damages.

Amendments to the contract concluded with the Client shall be valid only if they have been made in writing and duly signed by authorized persons, and the additional requirements and additional fees regulated by Article 10 of these General Terms and Conditions do not constitute an amendment to the contract within the meaning of this Article.

The contract concluded with EROP Consulting, as well as the individual rights and obligations under this contract, may not be transferred or otherwise assigned to third parties without the prior written consent of EROP Consulting.

EROP Advisory and the Client will endeavor to resolve all disagreements amicably, and in case of a dispute, these will be resolved by the competent court in Zagreb.

All notices will be delivered to the addresses of EROP Advisory and the Client indicated in the contract. EROP Advisory and the Client will notify the other party of any change of address. Otherwise, the delivery will be considered orderly if attempted to be made at the address indicated in the contract.

EROP Advisory retains the right to change the General Terms and Conditions.

The words used in these General Terms and Conditions, which have a gender meaning, whether used in the masculine or feminine gender, shall encompass both masculine and feminine in the same way. Words in the singular include the plural and the plural and vice versa.

The headings in these General Terms and Conditions are given for convenience only and are ignored in the interpretation of these General Terms and Conditions.

In case that a part of these General Terms and Conditions is to be considered null and void, the validity of the other parts of the General Terms and Conditions which remain in force and have legal effect shall not be affected.

These General Terms and Conditions shall apply from the date of their publication on the EROP Advisory web site.