General Terms of Order

GENERAL CONDITIONS OF ORDER between

Top Yachts d.o.o. on the one hand and the provider (professional and/or private) * on the other hand * Note: All personal names, salutations and pronouns used in the contract apply equally to all genders and are to be understood as gender-neutral.

Version 03/2026

Governing language

This English text is provided for convenience only. If there is any discrepancy or conflict between this English text and the German version, the German text prevails. Where these General Conditions of Order provide that another language version takes precedence (including that the Croatian-language version prevails in the event of a dispute), that provision applies.

These General Conditions of Contract are effective as of the date on which the request to receive the services of Top Yachts d.o.o. was accepted ("Effective Date"), concluded by and between Top Yachts d.o.o., a limited liability company under the laws of the Republic of Croatia with its registered office in 21000 Split, Put Trscenice 6 (company registration number in Croatia: MBS 060506940) and the operator of the platform on the one hand and the professional or private provider on the other hand and regulate the contractual relationships of the named contractual partners. The corresponding service offerings, including an inventory and website advertising and management system, can be found in the respective service packages and can be accessed via the TopYachts website www.topyachts.com.

1. Preamble At www.topyachts.com, a paid internet/communication service is operated as an advertising portal and global online marketplace for, among other things, the purchase and sale of new and used boats and yachts as well as for the charter operation of used boats and yachts, which can be provided and viewed by professional and private providers. The digital platform (website and app) acts as a Multiple Listing Service (MLS) for boats and yachts, connecting buyers with brokers, dealers and private sellers and providing a database of listings and additional features (such as financing, transportation, insurance, advertising and more). TopYachts reserves the right to check advertisements before publication and in particular to reject content that violates legal requirements, third-party rights or these AAB; Providers assure that they own the rights to the content posted and have obtained the necessary consents. The platform is primarily used to broker boats and yachts through brokers, but is also a comprehensive platform with marketing, management and information services for brokers, sellers and buyers. TopYachts mediates exclusively between providers and third parties; TopYachts is not a contractual partner of the purchase or charter contracts concluded between providers and third parties and assumes no liability for the accuracy, completeness or timeliness of the offers posted; Claims arising from the contracts concluded between the parties must be asserted directly against the respective provider. Providers are obliged to provide proof of required insurance, qualifications and approvals upon request to submit; TopYachts can refuse publication until appropriate evidence is provided. TopYachts processes personal data to fulfill the contract, process payments, provide the platform services and fulfill legal obligations. TopYachts processes personal data as part of platform operation; to the extent that TopYachts co-determines the purposes or means of processing or uses data for its own commercial purposes, TopYachts acts as a (joint) controller within the meaning of the GDPR and fulfills the resulting information and accountability obligations. For contracts with consumers, TopYachts ensures that all legally required information (price including taxes, terms of service, cancellation policy) is clearly displayed before the contract is concluded; Consumers are informed of their legal right of withdrawal. Violations, complaints and data protection incidents can be reported to legal@topyachts.com and privacy@topyachts.com respectively; TopYachts operates a procedure to check and remove illegal content. The internet/communication service is owned by Top Yachts d.o.o. and is operated by this company. Further information can be found in the legal notice.

2. General provisions

2.1. Scope and application The General Terms and Conditions of Order (hereinafter referred to as “AAB”) of Top Yachts d.o.o. (hereinafter referred to as “TopYachts” or “Company”) applies to the website www.topyachts.com as well as all subdomains, websites and apps belonging to this domain. These AAB apply to all orders, orders and legal transactions between TopYachts on the one hand and the providers (hereinafter also “user”, “customer”, etc.) of the Internet/communication service on the other hand. If “AAB” is mentioned below, this includes the present general terms and conditions of order, including the company’s terms of use. All mutual rights and obligations of the aforementioned contractual partners are determined exclusively by the content of the order accepted by TopYachts and the AAB in question. When concluding a contract, the AAB and the terms of use must be clearly displayed before conclusion and accepted by an active confirmation (e.g. separate checkbox); Differing provisions in these General Terms and Conditions are ineffective towards consumers to the extent that they restrict mandatory consumer protection regulations. To the extent that these AAB regulations refer to future transactions or different agreements, these only apply to professional customers (B2B); For private customers (B2C), any future contractual commitment requires a separate, express consent from the customer, which must be actively obtained before conclusion.

2.2. Opposing AAB Conflicting terms and conditions only apply if TopYachts has expressly agreed to them in writing or electronically with clear confirmation.

2.3. Definitions “Professional provider”: a natural or legal person who uses the platform as part of their commercial or independent professional activity. “Private Provider”: a natural person who does not use the Platform for professional purposes. “Customer”: any person or entity using the TopYachts Services; If necessary, a distinction is made between “professional customers” and “private customers”. “Consumer”: a natural person who concludes a legal transaction for purposes that cannot primarily be attributed to their commercial or independent professional activity. “Service package”: the summarized services and options described on the platform (e.g. advertising package, marketing package, administrative service), as described in more detail in the respective offer. “Term reference”: In case of doubt, terms such as “customer”, “consumer” and “service package” are to be interpreted in favor of consumer protection.

2.4. Changes to the AAB TopYachts is entitled to change these AAB at any time. A distinction is made between insignificant and significant changes: Insignificant changes (e.g. editorial adjustments, clarifications without material effects) will be announced on the website at least 14 days before they come into force. Continued use of the Platform after its entry into force constitutes acceptance of non-material changes. TopYachts documents the disclosure and consent of the customer. Significant changes (e.g. price increases, restrictions on essential user rights, extension of liability exclusions) will be communicated to the customer separately in text form (e-mail to the last known address) and will only come into force with the customer's express consent. Price increases will come into force no earlier than 30 days after notification. Private customers can cancel free of charge until it comes into force; Proportional fees already paid will only be refunded if they are not justified by services already provided. The above regulations do not apply in a way that violates mandatory statutory consumer protection regulations. TopYachts documents every communication and the customer's consent or rejection and stores this evidence as part of the tax retention requirements.

2.5. Terms of Use The general terms and conditions of use are an integral part of these AAB. The customer declares that he has read and agrees to the general terms and conditions of use that TopYachts publishes on the website and modifies from time to time. They must be prominently displayed upon registration and before every paid transaction and confirmed by the customer through a separate, active action (e.g. checkbox).

3. Blocking and deletion of data

3.1. Blocking and procedural guarantee TopYachts can temporarily block a user account if there are concrete, comprehensible indications of violations of legal requirements, these AAB, the terms of use or of a threat to the platform functionality. Before a block is made, a prior warning will be given, as far as possible and reasonable, setting a reasonable deadline. In urgent cases, the blocking can take place immediately. TopYachts will immediately inform the customer in text form about the specific indications, the underlying legal basis, the expected duration and about available legal remedies. A temporary ban is generally limited to a maximum of 30 days, unless urgent security reasons justify a longer measure. Lockdown measures must be designed proportionately and documented.

3.2. Termination and deletion, form and preservation of evidence TopYachts is entitled to permanently terminate an account and delete data if there are serious or repeated violations. Before final deletion, TopYachts informs the customer in writing at least 30 days in advance, points out the possibility of data backup and grants a period of 14 days to comment or object. TopYachts documents the communication and the comments received. Deletion will only take place if there are no legal retention obligations to the contrary. If necessary, TopYachts will save the relevant data for evidence before deletion.

3.3. Legal consequences and claims for compensation If the block is justified, there is no entitlement to reimbursement of pro-rata services already provided, provided that they correspond to the scope of services. In the event of unauthorized blocking or deletion, the customer is entitled to statutory claims for damages. TopYachts' liability limitation does not apply to intent, gross negligence, personal injury or compelling consumer protection claims. TopYachts is not liable for indirect damages resulting from use by third parties, to the extent permitted by law.

3.4. Data copy and portability Upon request, TopYachts will provide the customer with a copy of the personal data provided by him in a common, machine-readable format within 30 days, provided that this is legally permissible and technically reasonable; Exceptions must be justified and documented. Deleting the account does not release you from outstanding payment obligations; Deposit and billing claims remain and will be settled within 14 days of return or end of contract.

3.5. Billing and dispute resolution Any discounts granted on the tariff or price, such as discounts, no longer apply in the event of termination or justified blocking and TopYachts is entitled to demand the tariff according to the price list. If the tariff is subsequently adjusted, differences will be calculated according to the tariff valid at the start of the contract; TopYachts provides a detailed billing with evidence. The provider may raise an objection in writing within 14 days and, if no agreement is reached, disputed cases will be referred to neutral arbitration or mediation proceedings.

4. Administrator rights / security / customer and access data For security reasons, the customer may only enter his username/password after he has entered the URL www.topyachts.com in the address bar of the browser and thus accessed the website. The customer is responsible if he has passed on access data or other data, such as address and payment details, via fake sites. The customer must report any loss, theft or unauthorized use of his access data immediately, at the latest within 24 hours of becoming aware of it, to security@topyachts.com; Failure to report immediately may increase the customer's liability. The customer undertakes to keep his administrator and user names and passwords confidential. The customer further undertakes to use secure passwords and, if offered by TopYachts, to activate multi-factor authentication (MFA); TopYachts may demand that minimum technical requirements be enforced. The Customer is liable for all activities carried out under the usernames and passwords associated with his account (including, without limitation, those intended for sending communications via the system). Customer agrees that, except as expressly authorized by this TOS, Customer will not sell, transfer, mortgage or assign its membership or membership rights (including, without limitation, usernames and passwords). The Customer is responsible for maintaining the confidentiality of all usernames and passwords associated with its account and for restricting access to computers used to access the Customer's account(s) so that others do not gain access to the restricted areas of the Services using the Customer's usernames and passwords. TopYachts offers an account suspension and reinstatement process; Password resets only occur after verification of the customer's identity and TopYachts may impose temporary blocks until the identity is clarified. The customer undertakes not to interfere with or disrupt the service offering or the servers or networks connected to the service offering and to comply with all requirements, procedures, policies and regulations of TopYachts and networks connected to the service offering. The customer further undertakes not to use the service offer for unlawful purposes and agrees to comply with TopYachts' reasonable requests to protect the rights of TopYachts or TopYachts' customers. The customer is responsible for keeping his contact and other account details up to date at all times. TopYachts uses appropriate technical and organizational measures, including encryption of sensitive data stored and in transit and logging of security-related events; Payment data is processed in accordance with relevant standards or managed by certified payment service providers. The customer agrees that all notices issued by TopYachts under these AAB may be sent, among other things, by email or post. The customer is liable for damages resulting from the misuse of his account if he has breached his duty of care; If unauthorized access is reported immediately, the customer's liability is limited to the period until the report is made, unless the customer acted intentionally. TopYachts communicates safety-relevant information primarily in text form to the email address stored in the account or via the user account; TopYachts will never ask for the full password via email.

5. Legal framework: contracts, advertisements, services

5.1. General The internet service provided by TopYachts for a fee is an advertising platform and an online marketplace. TopYachts provides the technical infrastructure for publishing, searching and managing sales offers and listings for boats and yachts. TopYachts does not act as a seller, dealer or agent in the legal sense unless this is expressly confirmed in writing. Sales offers and listings do not constitute binding offers from TopYachts. TopYachts assumes no liability for the conclusion or success of contracts between providers and end customers. Claims arising from purchase or charter contracts must only be asserted against the respective provider. Providers are obliged to provide correct, complete and truthful information and to provide appropriate evidence upon request (e.g. presentation of identification documents, proof of qualifications, ownership, insurance, powers of attorney, approvals, usage rights, etc.). TopYachts is entitled to check, block or remove advertisements before publication and may require identity or document checks; TopYachts is not liable for the accuracy of the information provided by the provider unless TopYachts has verified it itself. If a customer is a consumer, the relevant consumer protection regulations apply. Entrepreneurs who contract with consumers via the platform must ensure all legal information and cancellation instructions before submitting the consumer's contractual declaration. Deviating agreements that restrict consumer protection rights are ineffective. Without the express written confirmation of TopYachts, oral agreements and subsidiary agreements, promises and information - subject to mandatory legal provisions to the contrary - do not apply.

5.2. Conclusion of a contract

5.2.1. Contract rejection, contract termination, blocking of the customer TopYachts reserves the right, in particular for the following reasons and without any claim for compensation from the customer, to reject the contract, to terminate it with immediate effect or to block the customer and all user accounts assigned to him (with the simultaneous removal of the posted sales offers and listings): (i) in the event of repeated violation of these AAB, provided that this violation does not constitute a serious violation of these AAB; (ii) in the event of a single serious breach of these AAB; (iii) third-party advertising or links to other websites that disrupt platform operations or violate these AAB; (iv) if there is reasonable suspicion of improper use of the Internet service or the services of TopYachts; (v) in the event of a violation of legal provisions, essential contractual provisions, morality, reputation or legitimate interests of TopYachts or a partner company; (vi) upon termination of the contractual relationship between the customer and TopYachts or the customer and a partner company due to breach of essential contractual provisions by the customer; (vii) in the event of incomplete or incorrect information or failure to provide required evidence or documents; (viii) in the absence of official approvals and/or lack of legal or business capacity; (ix) in the event of late payment to TopYachts or a partner company; (x) if you deliberately ignore TopYachts’ fee structure. Before a final termination or permanent ban, TopYachts will, if possible and reasonable, warn the customer in advance and give them a reasonable period of time to remedy the situation. In urgent cases, an immediate temporary block can be made, about which TopYachts will inform the customer immediately in text form. TopYachts documents the reasons for any blocking, termination or removal of advertisements and provides the customer with written reasons upon request. The customer can lodge an objection in writing within 14 days of receipt of the notification; TopYachts will examine the objection immediately and communicate the result in text form. TopYachts can maintain a provisional measure until the final decision is made if this is necessary to avert danger or to protect legitimate interests. All measures are proportionate and graduated (warning → temporary ban → permanent ban/termination). If a measure is subsequently determined to be unlawful, TopYachts will refund pro rata fees already paid; Further claims for damages remain unaffected. All rights and obligations of the TopYachts internet service also apply to the customer's employees or other third parties (vicarious agents) to whom this service has been legitimately made available for use. Customers are liable for third parties as well as for their own fault, unless the customer proves that they are not at fault.

5.2.2. Self-registration on the TopYachts platform Self-registration creates a contractual relationship for an indefinite period between the provider/customer and TopYachts in accordance with the present AAB. Registration is free, allows you to use additional functions and is a prerequisite for advertising Publishing sales offers and listings on the TopYachts internet portal. There is no entitlement to registration. The contract between the provider/customer and TopYachts is concluded when the completely completed registration form is sent and the subsequent confirmation by TopYachts in text form. By registering, the provider/customer assures that he is fully legally competent and at least 18 years old; If you do not have legal capacity, the registration is ineffective. By registering, the provider/customer consents to the processing of his or her personal data in accordance with TopYachts' privacy policy; the data protection declaration is accessible before registration is completed. TopYachts is entitled to check registrations, request proof of identity and reject or block registrations without giving reasons. Separate conditions apply to additional paid functions; TopYachts informs the provider/customer about prices and cancellation rights before use. The provider/customer can cancel their registration at any time.

5.2.3. Conclusion of a package contract (only for private providers) – contract term, termination and payment Unless expressly agreed otherwise by TopYachts, the term of the package contract is 30 days from the date of entry into force. The term is automatically extended by a further 30 days unless the contract is terminated in accordance with the following provisions. The invoice will be issued as soon as TopYachts has received the customer's payment. TopYachts endeavors to send confirmation of receipt of payment and invoice within 48 hours of receipt of payment. The customer can terminate the package contract before the end of a billing period. If the termination is submitted to TopYachts no later than the 29th day of the current billing period before the end of the 30-day billing period, the contractual relationship ends at the end of the last day of this billing period. If the termination is received later, the contractual relationship ends at the end of the 30th day of the following billing period after receipt of the termination. Special rule for sales: If the customer informs TopYachts that the advertised ship (and/or accessories) has been sold, the contract will end early as soon as the customer has stated the actual sales price on the platform and set the ad status to “Sold” and TopYachts has confirmed receipt of the sale. TopYachts may require proof of ownership transfer or purchase confirmation for confirmation. The contractual obligations and payment obligations remain in effect until confirmation. Notice of impending notice period: The provisions of this section apply exclusively to private sellers (consumers) within the meaning of the relevant consumer protection regulations. If the customer has taken out a temporary membership, which can be automatically extended after expiry, TopYachts undertakes to separately and clearly inform the customer of the upcoming notice period. The notice is in addition to the provisions in these AAB and is a prerequisite for an effective automatic extension. The notice will be displayed to the customer directly on the website in their account area/account settings. The website ad contains a clearly visible, labeled button with the function “Check cancellation and trigger now”. For reasons of transparency, the advertisement also contains the specific deadlines (end date of the current contract term, last day for timely termination) as well as a clear indication that in the event of no response automatic extension occurs. By clicking on the button, the termination is triggered immediately and is deemed to have been received with legal effect. TopYachts is entitled to change the service tariffs and the conditions for extending the contract. Changes will be communicated to the customer in text form at least 30 days before they take effect and will apply from the next invoicing period. The agreed prices will not be increased during a rolling 30-day billing period. The customer undertakes to provide a valid credit card or another agreed payment method. By signing this AAB, the customer authorizes TopYachts to charge the credit card on file to settle any amounts due and to automatically collect any payments due within the framework of a direct debit authorization. Payments are made in the agreed currency (EURO). The customer will reimburse TopYachts for all verifiable costs incurred by collecting overdue amounts, chargebacks or engaging debt collection service providers (collection costs), including reasonable legal costs. TopYachts is entitled to block access to paid services in the event of repeated chargebacks or non-covered payments. In the event of late payment, default interest at the statutory rate will be charged and due on all amounts not paid on time; TopYachts reserves the right to charge an additional flat-rate reminder fee, to the extent permitted by law. The right to extraordinary termination for good cause remains unaffected. An important reason exists in particular in the event of: (i) serious breach of contract by the customer; (ii) late payment of more than 30 days despite a reminder; (iii) unlawful use of the Platform. In the event of a justified extraordinary termination by TopYachts, the customer has no right to reimbursement for services already provided, provided these correspond to the scope of services; In the event of unjustified termination, further claims remain unaffected.

5.2.4. Conclusion of a package contract (only for professional providers) – contract term, termination and payment Customers within the meaning of this provision are exclusively entrepreneurs, i.e. natural or legal persons who, when concluding these AAB, are acting in the exercise of their commercial or independent professional activity. The package contracts entitle the customer to place or import a contractually agreed quota of sales offers or listings at the price stated in the offer. TopYachts may make acceptance of an offer dependent on a security deposit or advance payment; Permissible forms include, in particular, a bank guarantee, deposit of credit card details or other security agreed in writing. The requirement for security is only based on objective criteria (e.g. size of the quota, previous payment history, suspicion of misuse); TopYachts will inform the customer of the reasons in writing. The customer is responsible for any public fees, duties and taxes that may normally be associated with the conclusion of the contract. If, due to a change in the legal situation, new fees, charges or taxes are imposed that did not yet exist at the time the contract was concluded, these must be borne by the customer from the time they come into effect. Placing sales offers or importing listings is only permitted by the customer as a contractual partner and only for self-promotion purposes. A transfer to third parties requires the prior express written consent of TopYachts. Agencies or other intermediaries must indicate the client each time they apply for an advertisement or book the desired package contract; Any failure to do so entitles TopYachts to block the relevant offers until clarification. Unless TopYachts expressly agrees otherwise, the contract term is generally 12 months from the date of entry into force. Unless advance payments have been made for the following year and the contract is not terminated in accordance with the following provisions, the term of the contract will automatically be extended by a further 30 days (monthly) after the end of the 12-month basic term. Option 24 months and fixed price guarantee: Alternatively, the customer can choose a fixed contract term of 24 months. In the event of regular termination, the term of the contract ends at the end of the 24th month. A fixed price applies for the duration of these 24 months, which TopYachts may not unilaterally increase. Excluded from this are price changes that are solely attributable to statutory duties, taxes or cost changes imposed by the authorities or to clearly defined, objectively measurable indices; In these cases, TopYachts informs the customer in text form at least 30 days before it comes into force and discloses the basis for calculation. The invoice will be issued as soon as TopYachts has received the customer's payment. TopYachts endeavors to send confirmation of receipt of payment and invoice within 48 hours of receipt of payment. The customer can terminate the package contract before the end of a billing period. If TopYachts receives written notice of termination no later than 30 days before the end of the respective contract term, the contractual relationship ends at the end of the relevant billing period. In the event of later termination, the contractual relationship ends 30 days after receipt of the termination. Automatic extension in the event of failure to terminate on time: If the customer fails to provide TopYachts with a written notice of termination no later than 30 days before the end of the relevant billing period, the contract term will automatically be extended by a further 30 days (monthly). The extension takes place at the cost conditions that are assigned to the originally selected package according to the price list valid at the time. The termination must be sent to TopYachts in text form (e-mail to billing@topyachts.com). TopYachts is entitled to change the service tariffs and the conditions for extending the contract. Changes will be communicated to the customer in text form at least 30 days before they take effect and will apply from the next invoicing period. The agreed prices will not be increased during a rolling 30-day billing period. The customer undertakes to provide a valid credit card or another agreed payment method. By signing this AAB, the customer authorizes TopYachts to charge the credit card on file to settle any amounts due and to automatically collect any payments due within the framework of a direct debit authorization. Payments are made in the agreed currency (EURO). The customer will reimburse TopYachts for all verifiable costs incurred by collecting overdue amounts, chargebacks or engaging debt collection service providers (collection costs), including reasonable legal costs. TopYachts is entitled to block access to paid services in the event of repeated chargebacks or non-covered payments. In the event of late payment, default interest at the statutory rate will be charged on all amounts not paid on time and due; TopYachts reserves the right to charge an additional flat-rate reminder fee, to the extent permitted by law. The right to extraordinary termination for good cause remains unaffected. An important reason exists in particular in the event of: (i) serious breach of contract by the customer; (ii) late payment of more than 30 days despite a reminder; (iii) unlawful use of the Platform. In the event of a justified extraordinary termination by TopYachts, the customer has no right to reimbursement for services already provided, provided these correspond to the scope of services; In the event of unjustified termination, further claims remain unaffected.

5.3. Publish sales offers / import listings The guidelines for publishing sales offers or importing listings can be found under “Guidelines”; These guidelines are considered to be part of these AAB. The package contract and the contract for the purchase of additional options are concluded when the customer accepts the offer clearly marked in the ordering process by clicking on a clearly labeled confirmation button. Before placing the order, the essential contract information and these AAB will be made accessible to the customer in a reasonable manner. The customer confirms their acknowledgment by placing a separate confirmation field. The publication or import takes place exclusively in the form and format provided by TopYachts. TopYachts can extend or change services. TopYachts will inform the customer in writing of any changes that significantly affect existing contractual services at least 30 days before they come into force. TopYachts is entitled to check content for legal compliance and obvious quality defects before or after publication. TopYachts may change, label or remove content for security or legal reasons. In the event of deletion or significant changes, TopYachts will immediately inform the customer in writing with the reasons; In the event of urgent legal violations, TopYachts can act without prior notification. The customer guarantees that he is authorized to publish or import and that the content does not violate the rights of third parties. TopYachts assumes no liability for the accuracy of the content. TopYachts may place advertising on the platform and influence the selection, order and presentation of offers. Advertising will be clearly marked as such. TopYachts may remove links if this is necessary for legal reasons or if TopYachts deems it necessary for other reasons. All information about the individual service packages and additional options, products and services can be found on the TopYachts website. Special provisions for professional providers: Compliance with agreed payment dates is an essential contractual condition. In the event of late payment, TopYachts can suspend the services or terminate the contract after an unsuccessful reminder and a grace period of 7 days. The customer bears the costs for blocking and restoring.

5.4. Requirements from TopYachts to customers The customer is solely responsible for the accuracy, completeness and topicality of his sales offers and listings. By entering the content, the customer expressly confirms that publication may take place in the form entered. The customer undertakes to check current offers and to immediately update or deactivate offers that are no longer current. If a ship is actually sold, the customer is obliged to immediately set the status of the advertisement in question to “Sold”. Multiple placements of the same or essentially the same offer are prohibited (prohibition of multiple placements). In particular, offers with identical identification numbers (e.g. HIN, IMO, serial number), identical photos or identical price/equipment information are considered “substantially the same”. TopYachts is entitled to remove multiple circuits without prior notice. The customer must post offers in the relevant category. TopYachts may move offers to the correct category or remove them from the incorrect category; TopYachts will inform the customer in writing about the change and justify it, unless this must be done immediately for legal reasons. The customer assures that he is actually authorized to dispose of the boats and yachts offered for publication. TopYachts may request suitable evidence (for professional providers, a valid brokerage authorization/broker's license, for private providers, proof of ownership or use). The request and processing of such evidence takes place in compliance with data protection regulations; the template is a prerequisite for further publication, if TopYachts requests it. The customer ensures that the boats and yachts offered meet the legal requirements for safety, quality, insurance and registration. The customer is liable for damages resulting from incorrect or incomplete information.

5.5. Additional options, products and services Customers can purchase paid products and services (hereinafter “additional options”). If special conditions apply to certain additional options as a supplement to these AAB, these will be displayed to the customer and must be accepted by the customer. Before use, all essential information for the respective additional option will be disclosed. This information primarily includes price (including VAT for consumers), duration, scope of services, quota information and payment methods. Unless otherwise stated in the price list, the price for the additional option selected is due immediately upon conclusion of the contract or when booking online. The respective additional option is only activated after full payment has been received and applies exclusively to the ad for which it was booked. Additional options are not transferable to other advertisements and only apply for the agreed contract period and the agreed quota. Special provisions for professional providers: For commercial customers who have concluded a package contract, TopYachts is entitled to bill all additional options incurred in a billing period once a month together with other services.

5.6. Terms and Conditions for Software Services and Programming (Professional Providers Only) To the extent that TopYachts provides software services to the customer, all copyrights and other intellectual property rights to the software supplied and all associated documents remain with TopYachts or its licensors. TopYachts grants the customer a simple, non-exclusive and non-transferable license to use the work, limited to the contractually agreed purpose. The granting of sub-licenses or other transfers require the prior express written consent of TopYachts; This does not apply to technically necessary transfers to hosting or integration partners, provided that these partners are contractually obliged to maintain confidentiality. TopYachts warrants that it has the rights to components and third-party works used to fulfill this contract or has lawfully licensed them. If third-party rights are required, TopYachts will provide the customer with the necessary information and licenses. Information, data, documents, ideas, graphics, program code, concepts and other technical documents are considered confidential and must be treated as business and trade secrets. The obligation of confidentiality applies during the term of the contract even after the end of the contractual relationship. TopYachts assumes no liability for the compatibility of the software with the customer's components or hardware unless an express contractual assurance is given. Changes to the software by the customer without TopYachts’ written consent release TopYachts from warranty and liability obligations for resulting errors. If TopYachts exceeds a bindingly agreed deadline, the customer has no right to withdraw or claim damages, provided TopYachts can prove that it has taken all reasonable measures to ensure timely fulfillment.

6. Support TopYachts offers support services. The current support times can be found on the website. TopYachts endeavors to adhere to the stated accessibility; However, an express guarantee for constant availability cannot be given. If support is used repeatedly or goes beyond the usual level, TopYachts is entitled to pay for these services separately. Before using paid support services, the customer will be informed about the type, scope and price. Verbal information is non-binding unless expressly confirmed in writing. Binding commitments that are essential for the fulfillment of the contract are recorded in writing. The commissioned services are carried out at our reasonable discretion and within normal working hours. The regulations set out in the contract apply to agreed response or processing times. You can reach support by calling +43 676 7382228 or by email at support@topyachts.com.

7. Content Moderation TopYachts operates a system to detect, review and remove content that violates applicable law or these AAB.

7.1. Removal of the ad (“inadmissible ad”) If an advertisement violates these AAB or is unlawful for other reasons, TopYachts can classify the advertisement as “inadmissible” and remove it. TopYachts checks incoming reports immediately; In the case of clear legal violations, removal usually occurs within 72 hours. TopYachts informs the customer about the distance, the relevant legal basis and the possibility of requesting an inspection.

7.2. Blocking access to the ad If an ad is complained about due to a violation of these AAB (e.g. the ad was published in an incorrect category; incomplete information), TopYachts can temporarily block access to the ad until the violation is remedied. TopYachts checks reports immediately; In the case of obvious violations, the ban usually occurs within 72 hours. TopYachts gives the customer a period of 14 days to make improvements and informs in writing which information needs to be added or corrected. If no improvement is made within this period, TopYachts can permanently remove the advertisement. TopYachts informs the customer about the block, the relevant legal basis and the possibility of requesting an inspection.

7.3. Account closure In the event of a serious violation of these Terms and Conditions (e.g. suspected fraudulent activity, significant misleading, violent or extremist content), TopYachts may immediately block or close the user account; a one-time serious violation is sufficient. Likewise, in the event of repeated minor violations of these AAB, TopYachts can block or close the user account. TopYachts takes into account in particular: (i) Number of violating content (graded sanctions): As a rule, a written warning is issued for the first minor violation; in the event of repeated minor violations, TopYachts may temporarily block the account; From the second repeated minor violation, TopYachts can issue a permanent ban. (ii) Period and relative proportion of infringing content: When assessing repeated infringements, TopYachts takes into account in particular the period in which infringing content was published and the relative proportion of infringing content in the total volume of content published by the customer. The shorter the period and the higher the relative proportion of violating content, the more serious the behavior is rated. TopYachts can weight these criteria with other factors (e.g. type of violations, recognizable intent, warnings that have already been given) and derive sanctions from them. (iii) Severe and specific consequences of the violation: TopYachts weighs the type of violating content and the actual or potential consequences. Serious consequences include, in particular, potential financial damage, a specific threat to life or health, and significant psychological impairment of third parties. Violations with serious consequences are given priority and severe punishment; In such cases, TopYachts can initiate immediate suspensions, account closures and reports to the relevant authorities. (iv) recognizable intention of the customer: When assessing violations, TopYachts takes into account whether they are the same or similar cases. In particular, the repeated publication of identical or only slightly changed content after notification or removal by TopYachts is considered an indication of a recognizable intention; the continuation of similar behavior despite an express warning; recognizable patterns in metadata, contact or payment details; other objective circumstances, which suggest a systematic approach. Inferences about intent are only made based on documented facts. (v) renewed violations despite prior assurances: In the case of minor violations, TopYachts can temporarily suspend the account instead of an immediate permanent ban, provided there is no acute danger to third parties or the TopYachts platform. The suspension will only take place if the customer makes a written or electronic commitment to comply with TopYachts' AAB in the future. The commitment must contain the date, the affected member ID and a clear confirmation from the customer with his or her signature. The suspension lasts until the customer agrees to comply with TopYachts' AAB in the future. If the customer violates these AAB again despite the assurance given, TopYachts can interpret this as an indication of intentional behavior and impose staggered sanctions, up to and including permanent blocking of the account. In the event of significant damage or clear intent, TopYachts can immediately issue a permanent ban.

7.4. Account suspension, suspension of the provision of the service TopYachts may temporarily suspend a customer's account if there are repeated violations of these AAB and a suspension is necessary after consideration of the conditions set out in point 7.3. the above-mentioned criteria appears proportionate. Suspension only occurs in the case of minor violations and only as long as there is no acute danger to third parties or the TopYachts platform. TopYachts can suspend the account until the customer undertakes in writing or electronically to TopYachts to comply with the AAB in the future. The suspension is generally limited to 30 days. An extension is only permitted with written reasons from TopYachts and a new deadline. These measures against misuse of the service leave the right to close the account after 7.3. unaffected due to a single serious violation or multiple minor violations. TopYachts documents the inspection decisions in both cases (7.3. and 7.4.) and informs the customer about the measure, the reasons, the duration and the possibility of requesting an inspection.

8. Copyright and ancillary copyrights, granting of rights of use All copyrights and ancillary copyrights to the content published on www.topyachts.com (texts, photos, layout, databases, brands, etc.) belong to TopYachts or the respective third parties, unless otherwise stated. By posting content, the customer represents and warrants that he is the rights holder or has the necessary licenses. The customer hereby grants TopYachts an exclusive, transferable, spatially and temporally unlimited right of use to reproduce, distribute, make publicly available, edit and use for advertising and platform purposes. This grant is granted through express consent during upload/import; TopYachts documents upload metadata and original files. The payment of fees does not constitute a transfer of copyright or ancillary copyrights to the customer, unless otherwise agreed in writing. The customer releases TopYachts from all third-party claims resulting from an infringement of third-party rights through content posted by the customer and bears the reasonable costs of legal defense to the extent that the customer is responsible for the infringement. TopYachts can take action against legal violations on its own behalf; In any case, the customer will support TopYachts to the best of his ability. The use of the content of the TopYachts website for training purposes or the training of AI models is prohibited without an express written license (AI ban on use). TopYachts may take technical and contractual measures against unauthorized scraping; Violations entitle TopYachts to injunctive relief and claims for damages.

8.1. Use of the services and site content, prohibition of data harvesting and further use The customer is granted a limited, revocable and non-exclusive license to use the sales offers and listings solely through the services provided by TopYachts. Any other use, particularly presentation on competitor websites, is prohibited. TopYachts is granted the right to use the customer's name to promote the services. The customer is prohibited from obtaining content using automated data collection processes (e.g. robots, spiders, scrapers) or from allowing third parties to use such processes (prohibition of data harvesting); TopYachts can use technical protective measures and, in the event of violations, impose sanctions up to and including account blocking and asserting claims for injunctive relief and damages. After the business relationship has ended, the site content remains the property of TopYachts. The customer must immediately remove copies or references to page content, as long as this is technically possible and there are no legal retention requirements. TopYachts deletes content if this is contractually or technically provided for. The customer may not reproduce, distribute, perform, copy, present or make available to third parties any materials obtained from TopYachts websites through data harvesting, nor may they distribute, modify, decompile, reverse engineer, create derivative works of, or circumvent mechanisms or technologies used to protect the site content. Furthermore, the customer may not permit third parties to reproduce or distribute such materials. The customer is prohibited from granting third parties access to administrator, broker or user accounts without the express written consent of TopYachts. TopYachts takes technical protective measures; Access is only permitted via authorized services; any exception to the data harvesting ban requires a written agreement with TopYachts. TopYachts can use server logs, IP addresses and request patterns as evidence if data harvesting is suspected. The customer is responsible for the lawfulness of the data he processes; When processing personal data, data protection regulations must be adhered to. The use of copyrighted content is only permitted with appropriate authorization. The customer may not remove notices relating to copyright or other legally protected rights of TopYachts within the page content or in connection with the page content.

9. Liability and warranty TopYachts does not guarantee that advertisements will be placed online at a specific time, will be permanently available or will not be deactivated or deleted. Excepted from this are cases in which legal obligations or contractually agreed deadlines conflict. The The customer must fulfill the cooperation obligations required to enable publication. Mandatory statutory warranty and information rights of consumers remain unaffected. TopYachts provides the platform; TopYachts is not a party to the contracts concluded between users and therefore assumes no liability for the economic success of an advertisement or the enforceability of a contract concluded between users. To the extent permitted by law, TopYachts is only liable for intent and gross negligence. TopYachts is liable for the breach of essential contractual obligations (cardinal obligations) even in the event of slight negligence, but limited to the typically foreseeable damage and a maximum of the amount that was invoiced for the specific order. Any liability of TopYachts under the contract can therefore never exceed in total the amount of the monthly service fee paid by the customer for the month in which the breach of contract occurred. The customer bears the burden of proof for TopYachts' fault. Further liability and claims for damages, in particular for indirect, special or incidental damages, atypical damages, indirect damages, damages caused by defects and consequential damages, including lost profits and business losses, are excluded, regardless of the type of action, whether contractual, tortious, strict liability or otherwise resulting from the execution of the contract. These limitations apply regardless of whether TopYachts has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any remedy. Excluded from this are claims arising from product liability and personal injury, to which statutory liability rules apply. TopYachts' guarantee to customers only extends to the reproduction of the advertisement in accordance with the usual technical standards and to the corresponding availability of the data. Free services do not entitle you to assert claims. No liability is assumed and no compensation is provided for errors that do not significantly affect the meaning of the advertisement. The customer indemnifies and undertakes to fully indemnify, protect and defend the company Top Yachts d.o.o., its employees and officers, directors, agents and consultants from all third party claims, costs, liabilities, losses, damages, expenses and expenses - including, but not limited to, reasonable legal costs - arising out of or in connection with the use of the posted content that the customer has made available to the company and which is in connection with the provision of the contractually agreed services, or resulting from a breach or alleged breach or non-fulfillment by the customer of its obligations, representations, restrictions or guarantees as set out in these AAB, provided that the customer is responsible for the infringement and these claims are not due to intentional or grossly negligent conduct of the company. The indemnification obligation also applies to all governmental measures or sanctions, administrative proceedings or legal proceedings as well as to lawsuits and/or class actions (e.g. due to excessive fees subjectively perceived by the customer) that are brought against the company. The customer expressly acknowledges that the fees charged by TopYachts for the services offered are transparent, in line with the market and contractually agreed. Customer therefore irrevocably waives (i) the bringing of any individual or collective action (including class actions) against Company in connection therewith the amount, structure or calculation of the fees and (ii) any judicial or extrajudicial challenge to the fees, provided that they were levied within the scope of the contract and the applicable tariffs according to the price list. The obligation to indemnify and hold harmless remains valid even after the contractual relationship has ended. TopYachts strives to ensure high availability of services. Planned maintenance work will, where possible, be announced in advance. TopYachts is not liable for short-term interruptions due to maintenance or disruptions by third parties. TopYachts points out that the range of services may be restricted or temporarily discontinued for necessary reasons (e.g. upgrades, security, capacity, improvement reasons). TopYachts has no control over and is not liable for the actions of Internet system operators and service providers that may result in delay or interruption of the Services. These actions do not constitute a failure and cannot be added to a downtime, even if they are taken during the same performance period in which a failure occurred. Customers are required to maintain their own backup copies of important data. TopYachts is entitled to delete content after deactivation or expiration of an advertisement, provided there are no other contractual or legal retention obligations. TopYachts is not liable for the accuracy, completeness and topicality of content posted by customers, for compatibility with the customer's hardware and software, for viruses or for damage resulting from improper operation by the customer, as well as for malfunctions that arise due to the Internet connection or otherwise from the use of the data or the Internet service. TopYachts is not liable for damages resulting from the misuse of data transmitted to third parties, unless TopYachts is guilty of intent or gross negligence. TopYachts is not liable for damage caused by force majeure (e.g. strikes, war, natural disasters such as earthquakes, floods, etc.).

10. Guidelines TopYachts interprets the terms used in these Terms and Conditions to apply the Guidelines in good faith and according to objective standards. This interpretation is decisive for internal application and operational processing, unless it is obviously unfair or illegal. The Customer agrees to comply with all of the following guidelines applicable to the use of the Services; Mandatory legal rights of consumers remain unaffected.

10.1. Definitions

10.1.1. Exclusive sales order An exclusive sales order is a written brokerage agreement between the owner of a yacht and an individual yacht broker, by which the owner grants the broker the sole right to broker/sell the yacht and undertakes not to effect a sale himself or through third parties or through other brokers. If a sale occurs during the term of the sales order or within an agreed late registration period, the Owner obliged to pay the agreed commission to the appointed broker. Broker ethics do not allow contact with the owner without the authorization of the broker in charge of the sale.

10.1.2. Non-Exclusive Sales Order A non-exclusive sales order is a written brokerage agreement between the owner of a yacht and one or more yacht brokers under which the owner grants several brokers simultaneously the right to find a buyer. The commission is only due to the broker who verifiably finds a buyer or brings about the conclusion of the purchase contract. The owner remains entitled to sell the yacht himself to his own interested parties or through other brokers without being bound to pay a commission to all commissioned brokers.

10.1.3. Trade-in Trade-in refers to the takeover of a used yacht by a dealer or yacht broker as part of the purchase price settlement for another yacht or as an independent sales offer. The trade-in yacht is taken over by the dealer and its agreed credit value is credited in whole or in part to the purchase price of another yacht and either added to the dealer's inventory or offered for resale.

10.1.4. Available for Co-Brokerage “Available for Co-Brokerage” means that a sales order or listing is specifically designed to allow the commission to be shared between two brokers when a sale is made through the cooperation of a Listing Agent (the broker appointed by the seller to sell a yacht) and a Selling Agent (the broker representing the buyer). The owner thus allows collaboration with other brokers and the distribution of the agreed commission between the brokers involved according to previous or individual case-agreed distribution regulations. A claim to commission only arises if the brokerage activities of the brokers involved can be proven.

10.1.5. Co-Ownership Co-Ownership refers to the contractual or legal joint ownership of a yacht in which two or more people or companies hold co-ownership shares. The parties agree on the proportionate use of the yacht, the cost sharing, insurance regulations and rights of disposal as well as the procedures for maintenance, exit, sale and dispute resolution.

10.2. General guidelines

• The customer is obliged to provide truthful, correct and complete information about the title and description of the advertisement as well as all mandatory fields. Misleading, incomplete or false information is prohibited. Each sales offer must be clearly identifiable and contain at least the following information: type of sales order, availability for CoBrokerage, manufacturer/model and year of construction of the vessel, location (berth/region), full purchase price (including any tax deduction), condition and current availability status. The information entered in the respective data fields must correspond to the purpose of the field and represent an objective value. Free text fields may not replace structured mandatory information. The price indicated is the total price at which the yacht can actually be purchased; it includes all fees and charges known at the time of the advertisement to be borne by the seller, to the extent required by law. Auctions, bidding or merely recommended minimum prices are not permitted unless expressly approved in writing by TopYachts. Advertisements must be checked regularly to ensure they are up to date.

• All exclusive and non-exclusive offers placed via TopYachts must be based on a written sales order. TopYachts may request the presentation of a sales order signed by the owner in electronic form within 72 hours. If the information is not submitted, TopYachts can remove or block the advertisement.

• Sales offers for yachts and watercraft are permitted. Co-ownership shares and charter offers are only permitted if they are expressly and correctly marked in accordance with the respective TopYachts program regulations. Auction offers are generally prohibited unless expressly authorized in writing.

• Sales offers must be legally permissible (no prohibited content) and may only contain vehicle-related information. Advertising for jobs, real estate, general business offers or other promotional content is prohibited. Commercial information about the brokerage firm may only appear in the designated profile areas, not in the listing text.

• Customer-specific contact details must only be entered in the contact fields provided; Free text fields may not contain any personal contact information.

• HTML, scripts or other programming code are not permitted in listings; Uploads are technically cleaned.

• The customer may only use his own images or images for which he has a verifiable, transferable right of use in advertisements. The use of images, texts or other materials from third parties is only permitted with the express permission of the rights holder. Unauthorized takeovers are prohibited.

• Subtle ownership markings (e.g. small logo/watermark) are permitted; Advertising overlays or large brand markings in listings are prohibited.

• Double or multiple entries of the same object are not permitted, and even slightly modified duplicates are not permitted.

• Sales by owner (FSBO = for sale by owner) are permitted. The resale of TopYachts advertising services or the charging of advertising fees by customers is prohibited. It is also prohibited to refer potential buyers to the seller in such a way that the platform is circumvented or the circumvention of agreed commission regulations is encouraged. Legitimate exchange of information must only take place via the channels provided by TopYachts (lead handling).

• If a sales order is lost, the associated advertisement must be removed immediately, but at the latest within 72 hours.

• The status “sale pending” may only be set if there is an accepted offer in writing and an agreed security has been deposited. The status “Sold” may only be set if a legally binding sale of the yacht in question has actually taken place. In particular, a purchase contract signed by the buyer and seller, proof of payment for the agreed purchase price, a confirmation of transfer of ownership or a confirmation of deregistration are considered proof.

• The Customer undertakes not to use the Platform for the following actions: (i) circumventing fee obligations or category requirements (actions aimed at circumventing the fees, commission regulations or categorization requirements set by TopYachts); (ii) multiple accounts for rule circumvention (operating multiple accounts to circumvent bans or limits or to manipulate rankings or commissions); (iii) advertising for third-party platforms and affiliate programs (placement of advertising or links or requests that direct TopYachts users to competing platforms, shops or affiliate programs); Neutral, non-promotional information in the profile area is permitted, provided that it has been previously approved in writing; (iv) advertising third-party sales offers (promoting sales offers from other customers or companies within a listing, unless expressly identified as co-brokerage or in a format approved by TopYachts); (v) chain letters, spam and pyramid schemes (sending or disseminating unsolicited mass communications, pyramidal distribution models or other forms of spam).

10.3. Permission policies

• Prohibition of using a broker for private advertisements: Private providers residing in the EEA/EEA or Switzerland are not permitted to commission or use a broker or other intermediary in connection with a private sale offer placed via TopYachts, to the extent that this is suitable for avoiding the platform fees. In the event of violations, TopYachts can impose appropriate sanctions after prior written warning and setting a deadline. In the event of intentional circumvention or repeated violations, TopYachts may demand a contractual penalty; The amount of the contractual penalty depends on the severity of the violation (minor: EUR 2,500; significant: EUR 5,000; intentional/repeated: EUR 10,000). TopYachts reserves the right to assert further claims for damages. Private individuals without residence in the EEA/EEA and Switzerland are allowed to sell their yacht through a broker verified on TopYachts. Before placing the order, the seller is obliged to ensure that the commissioned broker meets the legal requirements for carrying out the cross-border sale (e.g. permits, tax registration, export/import requirements). TopYachts assumes no liability for the legal admissibility of cross-border sales; the seller indemnifies TopYachts from all third-party claims resulting from non-compliance with national regulations. TopYachts may request that the verified broker confirms in writing that he will legally accompany the transaction.

• Obligation to provide proof for commercial providers: When submitting an application, commercial providers must prove that they regularly operate as yacht brokers or boat dealers in the ship (sales) industry and must present valid proof of identity and one of the following proofs when submitting an application: trade license, commercial register extract/company register extract or a business/broker license duly issued in the account name. TopYachts stores copies of the documents solely for verification purposes; The storage takes place in compliance with data protection regulations. TopYachts can request additional documents to check the plausibility of the business activity (e.g. proof of sales, references, portfolio, etc.).

• Examination, verification, confirmation and publication: Acceptance of the application by TopYachts to receive the services and the use of the platform depend on a satisfactory verification of the customer's eligibility for membership and require verification. TopYachts carries out the verification according to established, objective criteria, which require the broker to provide all of the above documents to ensure that it is indeed a verified broker. Upon positive completion of the verification and selection of the desired service package, a contract is concluded based on the TopYachts terms of use and these AAB, and the broker expressly agrees that verification data can be made publicly accessible on the TopYachts website. If the evidence required for verification is missing, TopYachts cannot carry out the verification process and will reject the verification. There is no transition period for subsequent submission; As a result, the use of certain platform functions is excluded. TopYachts reserves the right to verify at any time check and, if there are doubts about the suitability of the broker, to prohibit or terminate the brokerage. TopYachts is also entitled to carry out a credit check at any time.

• Business premises and assignment: Each TopYachts member may only be assigned to one company. A physical business location is not mandatory; However, what is required is a business address (postal address) and availability for customers (telephone, email). Company logo and profile information must be provided in the account. Memberships may not be shared between multiple companies.

10.4. Reporting Violations Violations can be reported either directly to the affected broker or to TopYachts by email at policies@topyachts.com. Reporting parties are not obliged to first write to the offending broker directly. Contacting us directly can make sense, but is not a prerequisite for TopYachts to check. This regulation serves to protect whistleblowers and to effectively investigate violations. TopYachts will confirm receipt of a report within 48 hours. TopYachts carries out an initial plausibility check and, if necessary, requests the reported broker to comment within a reasonable period of time. TopYachts informs the parties involved about the status of the inspection. TopYachts checks incoming reports according to internal criteria and is entitled to take appropriate measures if there are reasonable suspicions (e.g. removal or blocking of content, temporary account blocking, initiation of further legal steps). TopYachts may forward the report to the relevant authorities if necessary, but does not assume the role of a court; final legal consequences remain reserved. Reports made in good faith will not be penalized. If reports are intentionally submitted incorrectly, TopYachts may take appropriate measures. General or vague complaints will not be investigated unless detailed information is provided. All reports, audit and decision documents are logged in an audit-proof manner and processed in compliance with data protection regulations.

10.5. Compliance with sanctions and export controls Customer agrees not to post, upload or transmit any content, information or materials that (i) are directed to transactions or business relating to countries, territories or regions that are subject to binding economic sanctions of the EU, the US or other applicable states (including, but not limited to, Cuba, Russia, Belarus, Iran, North Korea, Sudan, Syria and the Crimea region of Ukraine), (ii) come from persons or entities included on official sanctions lists, or (iii) under applicable sanctions lists are not permitted under export control laws. In particular, the EU consolidated list and the sanctions lists published by OFAC are considered authoritative references; TopYachts can use other national lists (data.europa.eu, Office of Foreign Assets Control, sanctionslist.ofac.treas.gov). To the extent that a person or organization is 50 percent or more owned or controlled by one or more listed persons, the aforementioned restrictions apply accordingly to the extent that these transactions or Transactions violate sanctions laws or export control laws; Shares of several listed persons are aggregated. Any entries that violate this provision may be removed by TopYachts.

10.6. Legal consequences TopYachts is entitled to take appropriate action in the event of violations of these guidelines and/or these AAB, including but not limited to removal of individual sales offers and listings, temporary restriction of visibility, temporary blocking of the account, suspension of individual services or termination of the contractual services. If there is reasonable suspicion of criminal acts (e.g. fraud), TopYachts can also take legal action and secure relevant evidence. Measures are staggered and based on the principle of proportionality. Before final sanctions, TopYachts checks the severity of the violation, the existence of a risk of repetition and possible damage to third parties. Immediate measures (e.g. temporary suspension) are only permitted if this is necessary to avert risks. TopYachts will confirm receipt of a suspected case within 48 hours. Before final sanctions are imposed, the customer will receive a request for comment, unless the urgency of the case justifies immediate action. TopYachts records inspections, statements and decisions. If the customer is a consumer, additional mandatory consumer protection regulations apply.

11. Billing and payment

11.1. General Unless otherwise agreed, the fees listed in the current price list for package contracts, which can be accessed at www.topyachts.com, apply. TopYachts may charge separate fees for additional options and services; these are shown transparently before the contract is concluded. For contracts with consumers domiciled (or habitually resident) in the EEA/EEA or Switzerland, the prices stated are gross prices and include all legally owed taxes and duties; Consumers are therefore not charged any additional fees for using certain payment methods (e.g. credit card, SEPA). Business customers may be charged payment costs (e.g. bank charges, foreign currency fees); Such fees are calculated based on the costs actually incurred and shown in advance (fee transfer). Unless otherwise agreed, fees are due before the service is activated. Activation only takes place after receipt of payment or successful authorization of the chosen payment method. TopYachts is entitled to issue a single invoice for several services, even if these result from different contracts. An invoice is deemed to have been received as soon as it has been sent to the customer electronically (e-mail to the address provided by the customer) or can be accessed in the customer account. The customer is obliged to keep his contact details (email, billing address, telephone number, company name) up to date at all times and to communicate any changes immediately. TopYachts can suspend services until full payment has been made.

Invoices must be checked by the invoice recipient for completeness and accuracy within 14 days of receipt and any objections must be addressed in writing to billing@topyachts.com. If no complaint is made in a timely manner, the contents of the invoice are deemed to have been accepted by the customer. Complaints about changes to account details, prices or services must be made within 14 days of the date of the last change, otherwise the account is deemed to have been accepted. Payments must be made to the payment account specified in the invoice and are only considered to discharge the debt if they can be assigned to the account specified in the invoice. The customer is responsible for the correct assignment; Bank booking receipts serve as proof of payment. If research costs arise due to incomplete or incorrect payment details, these can be invoiced to the customer; TopYachts informs the customer in advance about the expected costs and limits the calculable research costs to an appropriate amount. When paying by credit card or direct debit, the customer must ensure that the payment method used is covered, valid and not blocked. Delays or costs resulting from insufficient funds, expired cards or blocking will be borne by the customer. If the payment is processed via a payment service provider, TopYachts is only liable for the careful selection and connection of the PSP; The PSP itself is primarily liable for technical errors or incorrect bookings of the PSP. Business customers bear the fees charged by payment service providers (e.g. Stripe fees). The amount of the fees depends on the current conditions of the payment service provider and will be displayed before the payment is completed. TopYachts can show the actual payment fees incurred separately on the invoice. TopYachts can enable payment for individual advertisements, additional options or services using previously purchased credit (e.g. “credits”). Credits are assigned to the TopYachts account for which they were purchased and are not transferable to other accounts, package contracts or third parties. Customers can view their account balance at any time in Ads Management. Special provisions for business customers: The prices stated for business customers are exclusive of statutory sales tax and all other applicable fees, charges and types of charges (e.g. customs duties, consumption taxes). If new taxes, duties or fees are introduced or existing tax rates are increased after the conclusion of the contract, the customer will bear these additional costs; TopYachts is entitled to adjust the invoice amount accordingly or to make a separate additional request. If the tax liability is transferred to the service recipient according to national law (reverse charge) or a tax exemption is claimed, the customer must immediately provide TopYachts with the necessary evidence (e.g. valid VAT ID, export certificate, certificate). If notification or proof is not provided, the customer remains obliged to pay the tax. Billings are made in the agreed currency. If tax claims arise in a different currency, the customer bears the exchange rate risk. The customer releases TopYachts from all third-party claims resulting from non-compliance with tax obligations or from incorrect or missing evidence. TopYachts is entitled to subsequently correct invoices if this is necessary to fulfill tax obligations; Additional claims must be paid within 14 days of receipt of the corrected invoice. TopYachts processes payment data for contract fulfillment and fraud prevention; The processing takes place in compliance with data protection regulations. Payment data is only stored for as long as it is necessary for the purposes or as long as there are legal retention requirements.

11.2. Accounting for package contracts TopYachts issues invoices to the customer for all services in accordance with the contractual agreements and these AAB. In principle, the billing takes place directly with the customer. Unless expressly agreed otherwise, all invoices are due for payment immediately and without deductions. The receipt or credit on the TopYachts account is decisive for the timeliness of the payment. In case of doubt, payments will be offset against the oldest outstanding claim. The service packages are billed directly to the customer. Additional advertisements, services, placements and additional options (e.g. top advertisements, priority rankings, advertising services, products and services) can be purchased at any time in the administration area. Payment is made immediately upon booking via the respective payment provider or – if agreed – upon receipt of the invoice. TopYachts is entitled to bill all services collectively within one billing period. The agreed price remains fixed for the period of any advance payment; Price changes only apply from the next invoice. The customer will be informed in good time about possible price adjustments via automated email (“updates to our general terms and conditions of business and order”). In the event of late payment or non-payment despite payment reminders, TopYachts is entitled to immediately suspend, restrict or completely discontinue the contractual services until the invoice amount has been paid in full (e.g. by restricting functionality or blocking the customer account) and to terminate the contract with immediate effect. Such (temporary) restrictions or discontinuations of services have no influence on TopYachts' contractual claim to payment. In this case, the customer remains fully obligated to pay the agreed fees for the entire duration of the contract. We reserve the right to assert further damages; The customer has no claims (e.g. for compensation). Granted benefits (e.g. discounts) no longer apply if the contract is terminated; TopYachts is entitled to charge the tariff according to the currently valid price list. The customer must pay any difference amounts since the start of the contract. In the event of late payment, statutory default interest as well as all dunning, debt collection, legal and court costs required to pursue the claim will be charged. A retention of payments (defense of non-fulfillment of the contract/right to refuse performance) as well as the offsetting of the customer's claims against claims of TopYachts (prohibition of offsetting) are excluded, unless mandatory legal provisions conflict with this.

11.3. Invoice form for package contracts Invoices are generally sent to the customer in electronic form. In individual cases, the customer can request that invoices be issued in paper form. TopYachts is entitled to change the form of invoice to electronic invoicing for all customers in accordance with legal regulations and to only offer electronic invoices. For on An appropriate fee (e.g. environmental contribution or processing fee) can be charged for paper invoices issued at the customer's request. Electronic invoices are sent to the email address provided by the customer. If technically provided, invoices can also be viewed and downloaded in the administration area. The customer must immediately check the invoice for accuracy and completeness upon receipt. Receipt is deemed to be the time at which the invoice can be accessed or acknowledged by the customer under normal circumstances (e.g. receipt of the email in the mailbox).

12. Withdrawal and Termination

12.1. General, applicable law and consumer information The statutory consumer rights of the applicable legal system apply to contracts with consumers. Right of withdrawal for distance selling contracts: Where applicable, there is a statutory right of withdrawal for distance selling contracts of 14 days from the conclusion of the contract or from the provision of the service, unless excluded by law. Exceptions and further requirements depend on the legal provisions of the country in which the consumer has his or her habitual residence. The declaration of revocation or other termination of the contractual relationship can be made by email to support@topyachts.com. The decisive factor is the receipt of the declaration by the recipient; In particular, the delivery confirmation from the receiving mail server counts as access. TopYachts will immediately confirm receipt of the cancellation notice by email. Until confirmation, we recommend sending by registered mail as additional proof. The declaration of cancellation should at least contain your name, contract number, date of conclusion of the contract and a clear explanation of the cancellation. The statutory cancellation rights do not apply to entrepreneurs; Termination and withdrawal rights are based on the contractual agreements and general civil law. Note on the right of withdrawal of the consumer based in Austria: In addition, the provisions of the Austrian Consumer Protection Act (KSchG) apply to consumers residing in Austria; The exceptions regulated in Section 3 KSchG remain unaffected. According to this, the consumer has no right to withdraw from contracts in which the mutual services must be provided immediately if they are usually concluded by entrepreneurs outside their business premises and the agreed fee is 25 euros, or if the company is not operated on permanent business premises by its nature and the fee does not exceed 50 euros. Note on the consumer's right of withdrawal: You have the right to withdraw from the package contract within 14 days without giving reasons. The cancellation period is 14 days from the day the contract is concluded. In order to exercise your right of withdrawal, you must inform us (by post to Top Yachts d.o.o., Put Trescenice 6, HR-21000 Split or by email to support@topyachts.com) of your decision to withdraw from this contract by means of a clear written statement (e.g. a letter sent by post or email). In order to meet the cancellation period, it is sufficient that you send the notification of your exercise of the right of cancellation before the cancellation period expires. Consequences of withdrawal: If you withdraw from this contract, we will have to pay you all payments received from you, including delivery costs (except for additional costs resulting from you having a have chosen a different type of delivery than the cheapest standard delivery offered by us), to be repaid immediately and at the latest within 14 days from the day on which we received notification of your cancellation of this contract. For this repayment we use the same payment method that you used for the original transaction, unless something different was expressly agreed with you; under no circumstances will you be charged any fees as a result of this repayment. If you have requested that the services begin during the cancellation period, you must pay us an appropriate amount which corresponds to the proportion of the services already provided up to the point at which you inform us of your exercise of the right of cancellation with regard to this contract compared to the total scope of the services provided for in the contract. No right of withdrawal: Your right of withdrawal expires prematurely if TopYachts has fully provided the service owed and you have previously expressly agreed that the service will be fully provided when TopYachts begins carrying out the service, and at the same time you have confirmed that you are aware that you will thereby lose your right of withdrawal. Consent and confirmation must be given by clicking on the button provided directly on the website and must be verifiably provided by you. The TopYachts service is deemed to have been fully fulfilled at the time of activation. You can deactivate your advertisement and additional product at any time before the end of the agreed term. Deactivation does not constitute withdrawal within the meaning of the KSchG or FAGG; In this case, you remain obliged to pay the full contractually agreed remuneration.

12.2. Termination of the package contract and termination by TopYachts Contracts based on these GTC may be terminated for one of the following reasons: (i) ordinary termination under the conditions set out in point 5.2.3. and 5.2.4. stated conditions before the main maturity of the contract; (ii) consumption of the contractually agreed service quota; (iii) Termination of the contractual relationship and discontinuation of services by TopYachts. Termination must be made in writing; Email is sufficient. The cancellation must include your full name, address, telephone number, email, customer number (or other account identification) and the reason for cancellation. The termination is only deemed to have been received upon receipt of the written confirmation of termination by TopYachts. The customer agrees and confirms that he remains liable for the full use of the services and for all costs associated with the services if a proper notice of termination is not received by TopYachts or is not received in a timely manner. TopYachts is entitled to terminate contracts based on these AAB at any time for good cause. In this case, TopYachts can demand compensation for the damage actually incurred (flat-rate compensation). Instead of individual proof of damage, TopYachts can demand flat-rate compensation, which is calculated as follows: remaining term in days ÷ total contractual term in days × remaining contractual remuneration, less saved expenses. TopYachts has to prove and credit saved expenses. The claim is due upon notice of termination. The customer is permitted to prove that no damage occurred or that the claim for compensation is lower. The customer has no right to reimbursement of proven costs that have already been incurred, unless otherwise expressly agreed in writing or mandatory legal regulations conflict with this.

If TopYachts has terminated the contract through no fault of the customer, TopYachts will refund the customer pro rata the amounts paid in advance for the days not used. The reimbursement is calculated as follows: remuneration already paid × (remaining term in days ÷ total contractual term in days) less proven expenses saved. Refunds will be made within 30 days of termination. In the event of a material breach of this contract by the customer, TopYachts is entitled to terminate the contract without notice. In this case, TopYachts may withhold any non-refundable amounts already paid and demand compensation for the damage actually incurred. TopYachts must provide evidence of saved expenses; the customer can prove that no or lesser damage occurred. After termination of the contract, the customer no longer has access to the content provided or generated by him on the platform, unless expressly agreed otherwise. The customer's legal rights, in particular data protection rights, remain unaffected. To the extent that TopYachts has assigned the customer a web address/URL that is the property of TopYachts, TopYachts reserves the right to withdraw this upon termination or expiration of the services. If the web address/URL is the property of the customer or affects the rights of third parties, it will only be transferred back after a separate agreement. In this case, upon request and written request, TopYachts will provide the customer with an export of the data provided by the customer in a common format within 30 days of the end of the contract; A reasonable fee may be charged for this. The customer assures that he does not assert any third-party rights to a web address/URL assigned by TopYachts; Any third-party claims must be borne by the customer. The applicable national consumer protection regulations apply to consumers. The above regulations apply in full to entrepreneurs.

13. Miscellaneous These AAB do not constitute an employee, representative, franchise or other agency/representation relationship between the customer, TopYachts or third parties. The actual legal classification depends on the relevant national regulations; A different designation in these AAB does not change the substantive legal assessment. The customer may not assign rights and obligations under these Terms and Conditions to third parties without the prior written consent of TopYachts. Excluded from this are legal successions through mergers, spin-offs or other legal successions within the same group, provided that the successor assumes the contractual obligations and TopYachts does not refuse to do so for important reasons. These AAB together with the Privacy Policy and the applicable Terms of Use as well as the Package Agreements, Additional Options, Products and Services constitute the entire agreement between TopYachts and the Customer and supersede all previous oral and written agreements relating to the same subject matter. The failure of either party to assert any right or claim, even upon repeated failure, shall not constitute a waiver of that right or claim.

14. Final provisions Only the parties to this AAB shall have the right to enforce the provisions of this AAB. Contractual languages: These AAB are written in German, English and Croatian, whereby the Croatian version prevails in the event of a dispute between the parties and in the event of differences in interpretation. Confidentiality: The parties undertake to treat all information received as part of the business relationship as confidential. Excluded is information that is demonstrably publicly known or must be disclosed due to legal obligation. The customer is therefore prohibited from using confidential information outside of the contractual purpose, nor from making it available to third parties without authorization. Confidentiality is deemed to have been agreed even after the contract has ended. Upon request, confidential documents must be returned or destroyed immediately. Written form requirement: There are no oral additional agreements. Changes and additions to these Terms and Conditions in the course of the Internet service concluded with TopYachts must be made in writing; This also applies to written additional agreements and assurances as well as to subsequent changes to the contract, as well as waiving the written form requirement. Electronic communication via email with a qualified electronic signature or comparable authentication is considered written form. Severability clause: If any provision of these Terms and Conditions is wholly or partially invalid or unenforceable, the effectiveness of the remaining provisions remains unaffected. The parties undertake to replace the invalid provision with a legally permissible provision that comes as close as possible to the economic purpose of the invalid provision. This also applies in the event of a gap in the provisions. Changes to these AAB: TopYachts may change the provisions of this AAB at any time. Changes will be announced by email and by posting on the website at least 30 days before they come into effect. In this context, the customer further declares that he will consult the website frequently. The Customer's continued use of the Services after the expiry of the period shall be deemed to constitute consent; the customer has the right to object in writing within the deadline and to terminate the contract. Data protection and consent to data publication: Personal data is processed in accordance with the separate data protection declaration. Consent to publish personal data is obtained separately, specifically, informed and verifiably; the customer can revoke consent at any time. The purpose, recipient and storage period are described in the data protection declaration. Place of jurisdiction and applicable law: The law of the Republic of Croatia applies to all legal relationships between TopYachts and the customer. To the extent permitted by law, the parties agree that the exclusive place of jurisdiction for all disputes arising from or in connection with these Terms and Conditions is the competent court in Split (place of performance and registered office of the company). The mandatory consumer protection regulations of the consumer’s country of residence apply to contracts with consumers.

15. Advertise on the TopYachts platform The customer provides all materials required for the placement of the respective advertising (graphics, rich media, texts, links, tracking tags, technical metadata, etc.) completely, error-free and in the formats specified by TopYachts no later than 3 working days for standard forms of advertising (IAB standards) or 5 working days for other forms of advertising before the planned initial integration on the website. The handover takes place electronically via the upload portal or via email attachment. The customer must prove compliance with the technical specifications. TopYachts checks the submitted advertising materials for format, suitability for presentation and technical suitability. If defects are discovered, TopYachts will inform the customer immediately and give a reasonable period of time to make improvements. Upon prior agreement, TopYachts can make necessary technical adjustments; the costs for this must be paid separately. The customer must check the advertising placed immediately after the first display and complain about obvious defects in writing within 2 working days after the first placement. If no complaint is made in a timely manner, the online advertising is deemed to have been accepted. If a contractually agreed volume of services (e.g. ad impressions) cannot be provided within the agreed period, TopYachts is entitled and obliged to deliver the outstanding volume immediately after the order within a reasonable period of time. The customer is not entitled to a refund of payments already made for a lack of service volume, unless TopYachts is responsible for any omission. If subsequent delivery cannot take place, the customer is entitled either to an equivalent replacement service or to a pro-rata refund of the amount paid for the volume of services not provided. The customer is responsible for the legality of the advertising content and is liable for ensuring that the advertising content complies with press law and competition law regulations. The customer assures that he has all necessary rights of use to texts, images, trademarks, sound recordings and other materials. The customer indemnifies TopYachts from all third-party claims resulting from the use of the materials supplied by the customer, provided that these claims are not based on gross negligence or intentional misconduct on the part of TopYachts. The exemption also includes reasonable legal defense costs as well as any court fees and other procedural costs. If error-free order processing cannot be guaranteed for legal or technical reasons or if there is reasonable suspicion of legal violations, TopYachts is entitled to temporarily block or permanently remove affected advertising materials. Before permanent removal, TopYachts will inform the customer and, if possible, grant a reasonable period of time to comment or make improvements. In the event of immediate legal danger or official order, TopYachts can block immediately; TopYachts informs the customer immediately. If the technical requirements for determining key figures (e.g. ad impressions) are not met, the customer must immediately provide TopYachts with the necessary information. If the customer does not comply with this obligation, TopYachts is exempt from claims from third parties that result from the lack of measurability, provided that TopYachts is not responsible for the missing data.

The customer ensures that the data supplied enables the legally required labeling of commercial communication and meets the requirements of e-commerce law, distance selling law and other relevant media and advertising regulations. The customer shall provide TopYachts with all information and evidence that TopYachts requires to fulfill legal information obligations, including the information required under Article 26 of the Digital Services Act (DSA), in particular (i) that the information is advertising (lit. a leg cit), (ii) the natural or legal person on whose behalf the advertisement is displayed (lit. b leg cit), (iii) the natural or legal person who paid for the advertising, if this person is different from the natural or legal person legal person on whose behalf the advertising is displayed (lit. c leg cit) and, where appropriate (iv) meaningful information, directly and easily accessible via the advertising, on the main parameters determining the users to whom the advertising is displayed and on how these parameters can be modified in certain circumstances (lit. d leg cit). TopYachts is not responsible for the accuracy of the identity information provided by advertisers, which TopYachts is required to disclose due to legal information requirements. TopYachts assumes no liability for the accuracy of such information unless TopYachts has provided it intentionally or through gross negligence. If the legally required information is not provided on time or is incomplete, TopYachts is entitled to temporarily or permanently stop individual advertising displays for which the information is missing without any further reason and without reimbursement of costs. The customer confirms that the commissioned advertising is not political advertising within the meaning of Regulation (EU) 2024/900 on the transparency and targeting of political advertising (TTPW Regulation) and that the customer will not provide any advertising materials that constitute political advertising. If there are any doubts about the classification, TopYachts is entitled to suspend the draw until clarification is made. The customer shall indemnify and hold TopYachts harmless from any fines, sanctions or other disadvantages resulting from an incorrect or omitted declaration, unless these are due to gross negligence or intentional misconduct on the part of TopYachts. TopYachts does not guarantee the distribution of ad impressions during the advertising campaign. TopYachts is entitled to reject or subsequently block advertising placements and links for editorial, legal, technical or other objective reasons (e.g. violation of good morals or the reputation of TopYachts). TopYachts informs the customer about the measure and gives reasons for it upon request. Prior consent from the customer is only required if the measure is not carried out for legal or urgent technical reasons. The regulations contained in points 1 to 14 of these AAB apply mutatis mutandis to the advertising services regulated in point 15, unless they contradict the special features or mandatory legal regulations expressly regulated in this section. To the extent that there are special legal obligations, these special regulations take precedence over the general provisions; TopYachts and the customer make additional technical and organizational agreements. The provisions on package contracts in these AAB apply to billing and invoicing; Unless otherwise stipulated in this section, the general liability and warranty provisions of these AAB apply.