General Terms and Conditions

Pursuant to Article 18 of the Real Estate Brokerage Act (Cro. “Zakon o posredovanju u prometu nekretnina”) (Official Gazette (Cro. “Narodne novine”) No. 107/07, 144/12, 14/14, 32/19), the company Sotto in su d.o.o. with headquarters in Zagreb, Ulica kralja Zvonimira 33, Personal Identification Number (OIB): 96039678146, represented by director Margita Šarić with residence in Zagreb, Ulica kralja Zvonimira 33, Personal Identification Number (OIB): 29270840137, hereby issues the following:

GENERAL TERMS AND CONDITIONS

GENERAL PROVISIONS
Article 1

1.1. General Terms and Conditions of the real estate intermediary (hereinafter referred to as General Terms) regulate the business relationship between the real estate agency (hereinafter referred to as the Intermediary) and individuals or legal entities entering into a written brokerage agreement for the purchase, sale, exchange, lease, or rental of real estate (hereinafter referred to as the Principal).
1.2. By entering into the Real Estate Brokerage Agreement (hereinafter referred to as the Brokerage Agreement), the Principal confirms being acquainted and agreeing with the provisions of these General Terms, accepting them in their entirety.

Article 2

2.1. Certain terms and names, within the meaning of these General Terms, have the following meanings:
The real estate intermediary is the real estate brokerage agency, Sotto in su d.o.o., with headquarters in Zagreb, Ulica kralja Zvonimira 33, Personal Identification Number (OIB): 96039678146, represented by director Margita Šarić with residence in Zagreb, Ulica kralja Zvonimira 33, Personal Identification Number (OIB): 29270840137, which fulfills the conditions for real estate brokerage as stipulated by the Real Estate Brokerage Act (Cro. “Zakon o posredovanju u prometu nekretnina”) (hereinafter referred to as the Intermediary).
A real estate agent is an individual registered in the Register of Real Estate Agents and employed by the Intermediary or collaborating with the Intermediary based on a business cooperation agreement (hereinafter referred to as the Agent).
Real estate brokerage involves the activities of the real estate intermediary that relate to connecting the Principal and a third party, as well as negotiating and preparing for the conclusion of legal transactions related to a specific property, especially in the context of buying, selling, exchanging, leasing, renting, etc.
Real estate refers to land parcels, along with everything permanently attached to or beneath the surface, in accordance with the provisions of general regulations on ownership and other real rights.
The Principal is an individual or legal entity entering into a written real estate brokerage agreement with the Intermediary (seller, buyer, tenant, landlord, lessor, lessee, and other possible participants in real estate transactions – hereinafter referred to as the Principal).
A third party is a person whom the Intermediary seeks to connect with the Principal regarding the negotiations on the conclusion of legal transactions related to a specific property, regardless of whether the Intermediary has also entered into a brokerage agreement with the third party (hereinafter referred to as the Third Party).
Brokerage Fee is the amount that the Principal is obliged to pay to the Intermediary for the provided brokerage service.

ABOUT GENERAL TERMS AND CONDITIONS
Article 3

3.1. General Terms are available at the headquarters and offices of the Intermediary and on the Intermediary’s website www.sottoinsu.hr 
3.2. General Terms apply to the Principals along with individually concluded Brokerage Agreements and constitute an integral part thereof.
3.3. If the provisions of the Brokerage Agreement differ from the General Terms, the provisions of the Brokerage Agreement shall apply.

OFFER
Article 4

4.1. The Intermediary’s real estate offer is based on data received in writing, electronically, and/or orally from the owners of real estate offered for sale, lease, or rental, as well as on data contained in written, electronic, and/or oral orders from the Principal.
4.2. The Principal is obliged to provide the Intermediary with complete and accurate information, as well as valid and truthful documents related to the quality, legality, ownership, and other real rights related to the subject of brokerage, and bears full responsibility for the truth and accuracy of all data about the subject of brokerage, as well as personal data provided to the Intermediary related to the legal transaction regarding which the Intermediary mediates.
4.3. The Principal acknowledges and accepts that all responsibility arising from or as a consequence of a breach of the provisions of the previous paragraph lies solely with the Principal.
4.4. The offer and/or information about real estate are considered confirmed by signing the Brokerage Agreement between the Principal and the Intermediary.
4.5. The Principal acknowledges the possibility of errors in the description and price of the property, the possibility that the advertised property has already been sold or leased, or that the property owner has withdrawn from the sale, and that in such cases, the Intermediary shall not be held responsible.
4.6. The Principal must keep offers and notifications from the Intermediary as business secrets and may only transmit them to the third party with the written approval of the Intermediary.
4.7. If the Principal is already aware of properties offered to the Principal, the Principal is obligated to inform the Intermediary in writing (by email, fax, registered mail, etc.) without delay, and at the latest within 24 (in words: twenty-four) hours. Otherwise, it will be considered that the Intermediary has connected the Principal with the specific property or Third Party, and the Principal is obligated to fully meet the contractual obligations towards the Intermediary.

PROPERTY PRICES
Article 5

5.1. Property prices are expressed in euros, the official currency of the Republic of Croatia.

BROKERAGE AGREEMENT
Article 6

6.1. Pursuant to the Brokerage Agreement, the Intermediary undertakes to endeavor to find and connect the Principal with the Third Party for the purpose of negotiations and the conclusion of a specific legal transaction related to the transfer or establishment of a certain right to the Property and/or related to the Property. The Principal agrees to pay a specified Brokerage Fee if the legal transaction is concluded. The term "concluded legal transaction" also includes the conclusion of a preliminary agreement by which the contracting parties commit to conclude the main agreement on the transfer or establishment of a certain right to the Property and/or related to the Property.
6.2. The Brokerage Agreement is concluded in writing and for a specified period. If the parties do not specify the duration of the Brokerage Agreement, it is concluded for a fixed period of 12 months from the date of its conclusion.

Article 7

7.1. The brokerage request can be given to the Intermediary verbally, in which case all provisions of the valid General Terms, Price List, Real Estate Brokerage Act (Cro. “Zakon o posredovanju u prometu nekretnina”), and Civil Obligations Act (Cro. “Zakon o obveznim odnosima”) shall apply in such and similar cases.
7.2. Based on explicit verbal instructions from the Principal, the Intermediary may advertise the property on its website and record it in the brokerage log. If a potential opposing contractual party expresses interest in the property, the Intermediary will inform the Principal on that matter. If the Principal refuses to sign the Brokerage Agreement, the Intermediary is not obligated to connect the potential opposing contractual party with the Principal. In this case, the Intermediary may negotiate the payment of the brokerage fee in full with the opposing contractual party.
7.3. The Intermediary is not liable in any case if, during or after the conclusion of a written Brokerage Agreement with the Principal, a potential second contractual party withdraws from the conclusion of the mediated contract.

Article 8

8.1. In case of a sale of property owned by multiple individuals, all co-owners or the authorized representative of all co-owners must conclude a Brokerage Agreement with the Intermediary.
8.2. The representative mentioned in paragraph 1 of this Article must be authorized to sign the Brokerage Agreement based on a special power of attorney certified by a notary public.

Article 9

9.1. The Brokerage Agreement concluded for a specified period expires upon the expiration of the agreed term if no agreement regarding which brokerage services were performed is concluded within that period, or by written termination by either of the contracting parties, with a notice period of 30 (thirty) days.
9.2. The Principal may terminate the Brokerage Agreement, provided that the termination is not contrary to the principles of fairness and honesty and is not intended to deprive the Intermediary or knowingly harm the right to compensation.
9.3. In the event of termination of the Brokerage Agreement for the reasons indicated in paragraph 1 of this Article, the Principal is obligated to compensate the Intermediary for the incurred costs, expressly agreed to be paid separately by the Principal.
9.4. If, within 12 months after the termination of the Brokerage Agreement, the Principal concludes a legal transaction that is a result of the Intermediary’s actions before the termination of the Brokerage Agreement, the Principal is obliged to pay the Intermediary the full brokerage fee unless otherwise agreed in the Agreement.

EXCLUSIVE BROKERAGE
Article 10

10.1. Pursuant to the Brokerage Agreement, the Principal may undertake not to engage any other intermediary for the mediated legal transaction, and such obligation must be explicitly stipulated (hereinafter referred to as the Exclusive Brokerage Agreement).
10.2. When entering into the Exclusive Brokerage Agreement, the Intermediary is obliged to specifically alert the Principal to the meaning and legal consequences of this clause.
10.3. If, during the term of the Exclusive Brokerage Agreement, the Principal concludes a legal transaction through another intermediary, bypassing the Exclusive Intermediary, for which the Exclusive Intermediary was given a brokerage order, the Principal must pay the agreed Fee to the Exclusive Intermediary, as well as the actual costs incurred during the brokerage activities for the said mediated transaction.
10.4. If stipulated in the Exclusive Brokerage Agreement, the Principal is obliged to pay the Intermediary the agreed fee/penalty, as well as the actual costs incurred during the brokerage activities, in the event that the Principal independently concludes a legal transaction with a third party during the term of the Brokerage Agreement.
10.5. When entering into the Exclusive Brokerage Agreement, the Intermediary is obliged to specifically alert the Principal to the meaning and legal consequences of this clause.
10.6. The Exclusive Brokerage Agreement concluded for a specified period expires upon the expiration of the agreed term if no agreement regarding which brokerage services were performed is concluded within that period or by the written termination by either of the contracting parties according to the provisions of the concluded Exclusive Brokerage Agreement.
10.7. The provisions of Articles 9.3 and 9.4 of these General Terms also apply to the Exclusive Brokerage Agreement.

DUTIES OF THE INTERMEDIARY
Article 11

11.1. The Intermediary is obligated, during the brokerage process for the conclusion of a sales agreement, lease agreement, or rental agreement for real estate, to particularly perform the following:
1. Endeavor to find and connect the Principal with a Third Party for the conclusion of the mediated transaction;
2. Inform the Principal about the average market price of a similar property;
3. Obtain and inspect documents proving ownership or other real rights to the relevant property;
4. Perform necessary actions for presenting the property in the market, advertise the property appropriately, and undertake all other actions arising from the Agreement that go beyond the usual presentation, for which they are entitled to a special fee based on pre-determined costs;
5. Allow property inspections;
6. Mediate in negotiations and strive to conclude an agreement if expressly committed to do so;
7. Safeguard the Principal's personal data and, upon written request from the Principal, treat information about the property regarding which they are providing brokerage services or related to that property or the mediated transaction as confidential business information;
8. If the subject of the agreement is land, verify the purpose of the land in accordance with the spatial planning regulations that apply to that land;
9. Inform the Principal about all circumstances important for the intended transaction that are known to them or must be known to them;
10. Draft a sales agreement in collaboration with the law firm with which the Intermediary has concluded a business cooperation agreement and bear the costs of notarizing the signature on the sales agreement by a notary public (this applies only to the legal transaction of sale);
11. Familiarize the Principal with the provisions of the Anti-Money Laundering and Combating the Financing of Terrorism Act (Cro. “Zakon o sprječavanju pranja novca i financiranja terorizma”) (Official Gazette (Cro. “Narodne novine”) No. 108/17, 39/19, 151/22).
11.2. The Intermediary may fulfill their obligations through another person who is a business partner of the Intermediary, their employee, or the employee of another person connected to the Intermediary in any way. The Intermediary is authorized to contact and collaborate with other real estate agents to fulfill the Principal's orders.

Article 12

12.1. In addition to the obligations from Article 11 of these General Terms, the Intermediary undertakes, at the request of the Principal and in collaboration with the law firm with which the Intermediary cooperates, to:
1. Draft a preliminary agreement for the legal transaction regarding which the Brokerage Agreement was concluded;
2. Register the property rights in the land registers of the competent land registry court and other public records;
3. In case of companies providing utility services, register the Principal as a new user of services.
12.2. Under the circumstances mentioned in paragraph 1 of this Article, the Principal must, at the Intermediary's office, sign a power of attorney for legal representation by the law firm with which the Intermediary has concluded a business cooperation agreement, in a sufficient number of copies for the execution of the requested additional actions.

DUTIES OF THE PRINCIPAL
Article 13

13.1. By entering into a Brokerage Agreement with the Intermediary, the Principal assumes the following obligations:
1. Inform the Intermediary about all circumstances relevant to the brokerage services, present accurate information about the property, and, if they have a location, construction, or use permit for the property, provide the Intermediary with access and a copy of the location, construction, or use permit for the property subject to the agreement, as well as provide evidence to the Intermediary of fulfilling obligations towards third parties;
2. Provide the Intermediary with access and a copy of documents proving ownership of the property or other real rights to the property subject to the agreement, and alert the Intermediary to all registered and unregistered encumbrances on the property;
3. Ensure that the Intermediary and a Third Party interested in concluding the mediated transaction have access to inspect the property;
4. Inform the Intermediary about all essential information regarding the desired property, including a description of the property and its price;
5. Simultaneously with the conclusion of the preliminary agreement or contract, pay the Intermediary the agreed fee, unless a different payment method for the fee has been agreed in the Brokerage Agreement (e.g., installment payments);
6. Compensate the Intermediary for costs incurred during the provision of brokerage services that exceed the usual costs of brokerage services;
7. Notify the Intermediary in writing of any changes related to the task they authorized the Intermediary for, especially changes related to ownership of the property;
8. In case of any claims by Third Parties against the Intermediary based on damage compensation, and for any reason related to the content provided by the Principal or content published by the Intermediary based on data and documentation provided by the Principal to the Intermediary, the Principal assumes all legal responsibility and is obliged to take necessary actions to defend and protect the Intermediary from such claims; otherwise, the Principal undertakes to compensate the Intermediary for any damages that may arise from such claims;
9. Provide the Intermediary with necessary information and materials for publication on websites in prescribed formats. In case of property publication on websites, review it immediately and inform the Intermediary in writing of any objections, no later than within 5 days of publication. If the Principal fails to fulfill this obligation, it is considered that the published content has been approved in full;
10. Respond to all calls and inquiries from the Intermediary related to the service, collaborate, and not obstruct the execution of the service.
13.2. The Principal is not obliged to enter into negotiations to conclude the mediated transaction with a Third Party found by the Intermediary or to conclude a legal transaction. The Principal will be liable to the Intermediary for damages if they have not acted in good faith, and in that case, the Principal must compensate all costs incurred during the provision of brokerage services, and such costs cannot be less than 1/3 of or greater than the agreed Brokerage Fee.
13.3. The Principal will be liable for damages if they acted fraudulently, concealed or provided inaccurate information essential for brokerage activities to conclude the mediated transaction, especially if they failed to disclose that the property subject to the Brokerage Agreement constitutes marital/extramarital property.

BROKERAGE FEE
Article 14

14.1. The amount of the Brokerage Fee is determined by the Brokerage Agreement. The agreed Brokerage Fee covers the execution of all actions by the Intermediary under Article 11 of these General Terms.

14.2. In cases where actions not covered by Article 11 of these General Terms are performed, especially in cases mentioned in Article 12 of these General Terms, the Principal is obligated, in addition to the Brokerage Fee for actions under Article 11 of these General Terms, to pay a fee for actions under Article 12 of the General Terms, amounting to EUR 50.00 (in words: fifty euros) per commenced hour, and reimburse the actual costs incurred in performing these actions.

14.3. In cases where actions not covered by Article 11 of these General Terms are performed, especially in cases mentioned in Article 12 of these General Terms, the Principal, in addition to the Brokerage Fee and the fee from paragraph 2 of this Article, is obligated to pay court, administrative, and other fees for the registration of property ownership rights, notarization of signatures on the contract/preliminary contract (except in case mentioned in Article 11.1, point 10 of these General Terms), or transfer of utility services.

14.4. The Intermediary is specifically and explicitly obligated to inform the Principal about the fee stated in paragraph 2 of this Article and the obligation to pay fees from paragraph 3 of this Article when introducing the Principal to the possibility of providing additional services under Article 12 of these General Terms.

14.5. Value-added tax is applicable to all fee and cost amounts.

Article 15

15.1. In the event that the concluded legal transaction involves the conclusion of a preliminary contract by which the Principal and a Third Party have committed to conclude the main contract related to the property subject to brokerage, and by which a deposit payment and/or part of the agreed purchase price is stipulated before the conclusion of the main sales contract, the Principal agrees to pay the Brokerage Fee to the Intermediary in two equal parts. The first part is due on the day of payment of the deposit and/or part of the agreed purchase price, and the second part on the day of the conclusion of the main contract or on the day of the expiration of the period specified in the preliminary contract for the conclusion of the main contract.

15.2. In the event that the concluded legal transaction includes the conclusion of a preliminary contract by which the Principal and a Third Party have committed to conclude the main contract related to the property subject to brokerage but do not stipulate the payment of a deposit and/or part of the agreed purchase price before the conclusion of the main sales contract, the Principal agrees to pay the Brokerage Fee to the Intermediary on the day of the conclusion of the main contract or on the day of the expiration of the period specified in the preliminary contract for the conclusion of the main contract.

15.3. In the event that the concluded legal transaction includes exclusively the conclusion of the main contract related to the property subject to brokerage and the contract stipulates the payment of a deposit and/or the payment of the agreed purchase price in installments, the Principal agrees to pay the Brokerage Fee to the Intermediary in two equal parts. The first part is due on the day of payment of the deposit and/or the first installment of the agreed purchase price, and the second part on the day of the full payment of the agreed purchase price or on the day of the expiration of the period specified in the main contract for the payment of the agreed purchase price.

15.4. In the event that the concluded legal transaction includes exclusively the conclusion of the main contract related to the property subject to brokerage and the contract stipulates a one-time payment of the agreed purchase price, the Principal agrees to pay the Brokerage Fee to the Intermediary on the day of the full payment of the agreed purchase price or on the day of the expiration of the period specified in the main contract for the payment of the agreed purchase price.

15.5. The withdrawal of the Principal or the Third Party with whom the Principal has concluded a preliminary contract related to the property subject to brokerage, as well as the withdrawal of the Principal or the person with whom the Principal has concluded a contract related to the property subject to brokerage, from the fulfillment of the concluded contract does not affect the obligation of the Principal to pay the Intermediary the Brokerage Fee in the amount and manner determined by these General Terms and the concluded Brokerage Agreement.

15.6. The Principal is obligated to pay the Brokerage Fee even if, with the Third Party introduced by the Intermediary and with whom the Intermediary has connected them, the Principal concludes a legal transaction different from the one mediated, achieving the same purpose as the mediated transaction, or if the subject of that legal transaction is the property subject to brokerage (for example, but not exclusively: a sales contract, any other legal transaction resulting in a change of ownership of real estate, a contract for the transfer of business shares, factoring, deed of gift, etc.), in which case the Fee is calculated in the agreed amount in relation to the total monetarily expressed value of the legal transaction concluded in that way.

Article 16

16.1. The Intermediary is considered to have facilitated the Principal's connection with a Third Party if, for example, the Intermediary:
- directly took or directed the Principal to inspect the property in question; or
- organized a meeting between the Principal and a Third Contracting Party for negotiations to conclude a legal transaction; or
- communicated to the Principal the name and surname, or company name, telephone number, fax number, email address of the Third Party authorized to conclude a legal transaction, or provided them with the exact location of the requested property.

16.2. After the termination of the Brokerage Agreement, the Intermediary has the right to compensation within 12 (in words: twelve) months, also in cases where the Principal concludes a legal transaction that is a consequence of the Intermediary's actions before the termination of the Brokerage Agreement.

16.3. If the Principal withdraws during the conclusion of the mediated transaction (after the Intermediary has presented an acceptable offer or an offer equal to or higher than the requested price in the Brokerage/Exclusive Brokerage Agreement), the Principal is obliged to compensate the Intermediary for all damages if they have not acted in good faith, and the Principal must reimburse the Intermediary for all costs incurred during brokerage activities, which cannot be less than 1/3 of or greater than the agreed Brokerage Fee.

16.4. The Principal undertakes to pay the Intermediary the Fee even if a contract for the mediated legal transaction with the Principal is concluded by, or if the purchase price, rent, or lease price is paid by any individual or legal entity connected either by marriage, extramarital or familial ties, membership, or through management bodies or in any other way with a third party, buyer, seller, lessor, lessee, landlord, or tenant, whom the Intermediary has brought into contact with the Principal for the purpose of concluding a sales contract or any other mediated transaction, regardless of whether the connected person actively participated in negotiations for the conclusion of the sales contract or any other mediated transaction.

16.5. The Intermediary is entitled to the Fee even if the Principal disposes of the real estate that is the subject of brokerage in any way to any person mentioned in the previous paragraph, and that person concludes a mediated legal transaction or a transaction that achieves the same purpose as the mediated transaction with a Third Party or one of the persons mentioned in the previous paragraph who is connected to a Third Party.

**LIABILITY FOR DAMAGES AND CONTRACTUAL PENALTY**
Article 17

17.1. If the Intermediary violates its obligation to keep business secrets, the Intermediary is obliged to compensate the actual damage suffered by the injured parties due to the disclosure and failure to keep business secrets. The duty to keep business secrets is not considered violated if the Intermediary discloses information that it is obliged to keep as a business secret in the event of transferring the Brokerage Agreement to another intermediary. The duty to keep business secrets is not considered violated if the Intermediary discloses information that it is obliged to keep as a business secret to other intermediaries with whom it collaborates or to persons with whom it is trying to connect the Principal.

17.2. If the Principal concludes a legal transaction regarding which brokerage services are agreed or a legal transaction different from the mediated one, but of the same value as the mediated legal transaction, or which achieves the same purpose as the mediated legal transaction, during the term of the Brokerage Agreement or within 12 (twelve) months after its termination, with a person with whom the Intermediary connected them, with the aim of depriving the Intermediary of the Brokerage Fee, it is considered a violation of contractual obligations and a reason for termination of the Brokerage Agreement. In this case, the Principal is also obliged to pay the Intermediary, in addition to the costs in the amount of the commission, a contractual penalty in the amount of the agreed Brokerage Fee, which becomes due on the day of concluding the legal transaction that is of the same value or achieves the same purpose as the mediated legal transaction.

17.3. If the Principal, contrary to the principles of fairness and honesty, enters into negotiations with a Third Party without the genuine intention of concluding a contract with that party, it is considered a material breach of contractual obligations and a reason for termination of the Brokerage Agreement. In this case, the Principal is obliged to compensate the Intermediary for the actual damage and pay a contractual penalty in the amount of the agreed commission, which becomes due on the day of termination of the agreement.

17.4. The Principal is liable for damages if they act fraudulently or if they withhold and/or provide false information essential for brokerage transactions, which they knew or should have known. The Principal is liable for damages even in cases of extremely negligent behavior on their part, towards the Intermediary and/or a third party with whom the Intermediary has connected them. The described cases are reasons for terminating the agreement, for which the Principal is obliged to pay the Intermediary a contractual penalty in the amount of the Brokerage Fee, which becomes due on the date of termination of the Brokerage Agreement.

17.5. In the event that the Intermediary reaches an agreement with a Third Party regarding the mediated legal transaction, with which the Principal agrees, and the Principal, after completing negotiations, during the conclusion of the mediated transaction, withdraws from the conclusion of the legal transaction without justified reason or changes essential terms of the contract for which brokerage services are being conducted, thereby preventing the conclusion of the legal transaction, it is considered a reason for terminating the Brokerage Agreement. In this case, the Principal undertakes to pay the Intermediary a contractual penalty in the amount of the Brokerage Fee, which becomes due on the date of termination of the Brokerage Agreement.

FINAL PROVISIONS
Article 18

18.1. The Intermediary reserves the right to update or modify the Terms of Use at any time without prior notice.

18.2. In case of an update or modification of the terms of use, the General Terms and Conditions that were in force at the time of concluding the Brokerage Agreement apply to the Principal.

Article 19

19.1. The relationships between the Intermediary and the Principal and Third Parties, which are not regulated by these General Terms or the Brokerage Agreement, are subject to the provisions of the Real Estate Brokerage Act (Cro. “Zakon o posredovanju u prometu nekretnina”) and the Civil Obligations Act (Cro. “Zakon o obveznim odnosima”) and other applicable positive regulations of the Republic of Croatia.

19.2. Any disputes between the Intermediary and the Principal will be attempted to be resolved amicably; otherwise, the locally competent court in Zagreb shall have jurisdiction over the matter.

Article 20

20.1. The General Terms and Conditions apply from 27 December 2023.

In Zagreb, on 27 December 2023.

Civitas Vetus Ielsae j.d.o.o. 
by the board member Ivo Drinković