Host Agreement

BOAT (YACHT) OWNER AGREEMENT

This Boat Owner Agreement (“Agreement”) is hereby entered into between Boat Rentals Ltd. located at the address of 84 Iverna Court, W8 6TU; London, UK (“Boatsy”) and “Boat Owner” upon agreeing to the conditions outlined below.

Boatsy and the Boat Owner shall be hereinafter referred to as the “Party” individually, and the “Parties” collectively.

Definitions

Terms and expressions below shall refer to the meanings set out below herein:;

“ Boatsy ” means the intermediary service provider, which is the owner of the Platform that offers the services whereby the Boat Owner and Customers meet for the provision of the Services and for the presentation of the Service-related Ads.
“ Services ” mean all kinds of Boat Chartering, Route Sales Services, Activity Sales Services, Tour Sales Services and Supplementary Services that shall be offered by the Boat Owner, are listed in the Platform and to be requested by the Customers (each one shall be referred to the “Relevant Service”, individually).
” Service Fee ” means the commission fee payable to Boatsy as it shall be calculated according to the rates applicable for the Relevant Service over the total service fee payable by the Customer.
“ Ad ” means such contents consisting of all kinds of data and visuals, including, but not limited to, Boats, Services, staff members and pricing etc., as published by the Boat Owner on the Platform upon Boatsy’s approval.
“ Outstanding Payment ” means the payment equal to the Booking Cost less the Prepayment Sum and which should be made by the Customer to Boatsy at the latest by 09:00 in Turkish time on the Introduction Date.
“ Charter Period ” means such time slot of the Boat that is reserved for the Customer for each approved Booking (which should take place according to that Booking).
“ Terms of Use ” mean the document that the Customers may accept in order to be able to use the Platform.
“ Listing ” means the order and form by which Ads created by the Boat Owners shall be presented to Customers on the Platform.
i. “ Customer ” means such natural or legal person whose purpose is to get the Services from the Boat Owner by using the Platform subject to the acceptance of the Terms of Use.
“ Distance Sales Contract ” means such distance contract and/ or Package Tour Agreement that is executed between a Customer and the Boat Owner and that defines and governs the provision of the Services.
“ Prepayment ” means such payment out of the Booking Fee as set out in the AD and designated by the Boat Owner as it is made by the Customer to Boatsy for the approval of the Booking. Prepayment shall in no event be less than the Service Fee (Commission Fee) that Boatsy shall be entitled to hereunder.
“ Platform ” means the Web page with the domain name “boatsy.com” which Boatsy owns, manages and registers as well as all applications related to it (including computer applications, mobile phone and tablet PC applications and other mobile applications etc.).
“ Booking Request ” means such request made by a Customer for an Ad published on the Platform upon the placement by a specific Boat Owner.
“ Booking Approval ” means the official acceptance by a Boat Owner of a Booking request made by a Customer.
“ Reservation Fee ” means the aggregate sum that the Customer is obliged to pay in consideration for the Services that the Customer shall procure from the Boat Owner via the Platform.
“ Boat ” means a sailboat, motor yacht, catamaran, jet ski, daily tour boat or any other marine craft that is owned by the Boat Owner and covered by an Ad that is found to be eligible for publication on the Platform so that it can be booked by Customers and used in the Services.
“ Boat Owner ” means a natural or legal person who is exclusively and unconditionally entitled to the use of a Boat, or who is duly authorized by a legal and beneficial owner of a Boat, or who holds the legal and beneficial possession right of that Boat.

Subject Matter of the Agreement

This Agreement is hereby executed to define and govern the respective rights and obligations of the Parties in connection with the use by the Boat Owner of Boatsy’s Platform to promote, offer and charter the Services to Customers and to sell other Services to them as well as in connection with the Service that Boatsy shall be entitled in return for the use of the Platform.

Boatsy’s Rights and Obligations

3.1 Boatsy shall evaluate such requests of those parties for membership as Boat Owners at its full discretion and shall report the results of such evaluation to the relevant Boat Owner. Boatsy is not under the obligation to provide an explanation to account for the rejection of a membership request, and is exclusively entitled and authorized to reject it.

3.2 Boatsy shall provide Platform services and post a Boat Owner’s ad on the Platform in line with such Listing formula defined by it so that the Boat Owner may make sales to member or non-member Customers who are willing to shop. Boatsy shall be authorized to accept payments from Customers on behalf of a Boat Owner, and shall make the payment to a Boat Owner after the deduction of the Service Fee as described in Article 9.

3.3 All matters related to the Platform such as its design, interface and operation shall be at the sole discretion of Boatsy.

3.4 As a rule, the Boat Owner shall be solely liable for the provision of the Services. Notwithstanding the foregoing, for Service complaints received by Boatsy from a Customer over other channels, Boatsy shall be authorized to resolve the complaint by seeking the defence statement of the Boat Owner, or where there are a sufficient number of just causes, without such statement. The Boat Owner agrees, represents and undertakes that it shall act in compliance with the decisions made by Boatsy and that the Service quality shall not be affected on account of such decisions. Where a preliminary decision is adopted by Boatsy in the decision-making process only to be amended subsequently, it is possible to consult expert opinions, to suspend payments for caution and to block sums.

Pursuant to the decision that Boatsy may made following the receipt of the defence statement and opinion of the Boat Owner (other than the just causes as referred to above), Boatsy shall be entitled to request the Boat Owner to refund the Service fee –less the Service Fee commission due to Boatsy- to the Customer in part or in full. Where there is a sum refundable to the Customer, the Boat Owner shall be responsible for such refund, and Boatsy shall not be under any obligation to refund that sum. If Boatsy is obliged to make any payment, it shall have the right to have recourse to the Boat Owner for such payment and, if any, a loss sustained by it.

The Boat Owner cannot object to the determinations and calculations to be made by Boatsy regarding the amount to be refunded to the Customer.

3.5 The order of listing for Ads on the Platform shall be determined by Boatsy according to the Listing score that Boatsy may set specifically for Boat Owners and Ads. Parameters that shall affect the listing score and the rules applicable to the order shall be exclusively determined, and may be changed, by Boatsy at all times.

Boatsy may, at its sole discretion, inform a Boat Owner about any factor that may adversely affect the Listing score in order to ensure that user experience is enhanced and the Platform gains a positive value and report the necessary actions to increase the score

Rights and obligations of the Boat Owner

4.1 The Boat Owner agrees, represents and undertakes that it shall act, and shall procure that its personnel on board the Boat shall act, in compliance with the applicable legislation, administrative decisions and ethical/ professional code of conduct in the course of both the creation of Ads and the provision of the Services. The Boat Owner will be solely responsible as the employer for all rights and receivables of all employees who will work on the boat, as well as other legal and criminal liability situations.

4.2 In the case of a claim or demand asserted against Boatsy in connection with the Services, which gives rise to a need for a document or information in this respect, the Boat Owner shall provide such information and documents.

4.3 The Boat Owner agrees and represents that it shall provide correct information about the Ads and the data requests from Boatsy.

4.4 The Boat Owner agrees, represents and undertakes that during the validity of the AD and the provision of the Services, its Boat is/ shall be in conformity with the maritime rules, legislation and equity and customs law applicable to the Relevant Service; that it has/ shall deploy complete equipment-crew members-materials; that the Boat’s condition is/ shall be perfect and that its Employees have experience and legally required professional competence.

4.5 The Boat Owner agrees, represents and undertakes that such data it discloses to Boatsy may be disclosed by Boatsy on the Platform; that it has received all consents that must be taken from its collaborators pursuant to the Personal Data Protection Law for the disclosure of such data and that it has fulfilled all its related obligations, including the privacy notice.

4.6 The Boat Owner shall be obliged to take all measures and actions in order to meet all necessary technical and legal requirements for navigation as per the applicable law and for the duly performance of obligations undertaken for the Services and for securing the life and property safety of Customers, including, but not limited to, those ones that Boatsy may require to maintain the Service quality at high standards.

4.7 Where the Boat Owner will be unable to provide a Service to meet an approved Booking, it shall immediately inform it backed up by its reasoning. If the Boat Owner cancels a Booking/ Service without any Force Major event or any excuse acceptable to Boatsy or, in any event, at such a time less than 30 days to the beginning of the Service, Boatsy may charge a penalty in the amount of the Commission Fee, and if the Boat Owner cancels the Booking/ Service this way for 3 times, Boatsy shall have the right to unilaterally terminate this Agreement and to deactivate the Boat Owner’s Platform account and to block the access of the Boat Owner to the Platform without obligation of compensation. Upon such cancellation, the Boat Owner shall be obliged to refund the entire booking fee to the Customer and pay Boatsy the penalty sum within 5 days thereafter. In addition, Boatsy shall specifically check if there is any need to pay any compensatory sum that may be necessary to be paid to the Customer additionally by taking into account the condition in which the Customer has been put into due to cancellation (such as the forfeiture of the non-cancellable flight ticket), and the Boat Owner represents and undertakes to comply with these rules. The Boat Owner represents, undertakes and agrees that in such a case, it shall not charge any fee whatsoever, and indemnify the Customer against all his moral and material damages. It further represents, agrees and undertakes that it shall indemnify Boatsy against all losses and damages that Boatsy may sustain in the course of such procedures upon the latter’s first demand.

4.8 The Boat Owner shall try its best effort to protect the personal data of Customers or potential Customers and to pay utmost due care and diligence to their privacy in the course of Services.

4.9 The Boat Owner agrees, represents and undertakes that it shall not offer any Service with comparable qualities for sales at a lower price on platforms competing against Botsy; that if such offer is made, this may cause the Boat Owner to be depromoted to lower ranks in the order of the Listing; that its Platform membership may be terminated and its access to the Platform may be blocked if such high-fee Ads are uploaded to it in a manner likely to undermine the Platform’s commercial reputation, reliability and market compatibility; that if Boatsy sustains any loss due to such acts of the Boat Owner, the Boat Owner shall be obliged to compensate it.

4.10 The Boat Owner agrees, represents and undertakes that during the term hereof and for 5 years after the termination hereof it shall not provide any person with the service outside the relevant Platform if it has contacted, offered services to, or was introduced to such person via the Platform; that it shall not make any offer, or reject any such inquiry, for any external service during the provision of the Services or otherwise; that it shall not offer any external service to Customers who purchase service over the Platform following the termination of the Service and during the subsequent year and shall not proceed with any marketing operations; that if otherwise is discovered, it shall be obliged to pay Boatsy a commission fee to be calculated pursuant hereto out of the sums collected by it from the externally provided Services.

4.11 The Boat Owner agrees, represents and undertakes that it shall use the Platform only to provide the Services hereunder; that Boatsy shall not vest in the Boat Owner any right, including, but not limited to, intellectual and industrial property rights other than the right to use the Platform.

4.12 The Boat Owner agrees, represents and undertakes that it shall sign the Distance Sales Agreement, the framework of which shall be determined by Boasty, with the Customer who procures the Services/ Relevant Service and that it shall act in compliance with the obligations set out in that Agreement. The Boat Owner shall be obliged to follow up those amendments and arrangements to the said Agreement as applicable by Boatsy. The agreed content in the announcement published on the Boatsy platform constitutes the framework of the contract to be signed between the Boat Owner and the Customer. Boatsy does not provide Distance Selling Agreements to the parties. Boatsy will not participate as a party in the Distance Selling Agreement to be signed between the parties. Even if the Boat Owner concludes a contract with the Customer with a different content than the advertisement published on the platform, the parties agree that Boat'y will take the content on the platform as basis for cancellations and refunds.

4.13 In an ad that the Boat Owner shall create in line with the applicable legislation, the Boat Owner shall disclose such required data in such section for terms of cancellation/ return. At the end of the cancellation/ return procedure that is designated over the system offered by Boatsy and that is completed in line with the cancellation/ return conditions offered to the Customer, Boatsy shall have the right to take the relevant action on behalf of the Boat Owner. Actions shall be taken in line with Article 9 below in the case of payments to be made upon cancellation/ return.

4.14 The Boat Owner agrees, represents and undertakes that it has secured all licenses, consents, insurance and other requirements necessary for the provision of the Services and shall continue to secure them throughout the Service term/ the validity of the Ad.

4.15 The Boat Owner shall be obliged to take out an insurance providing full protection to serve as a hedge for the Board and the stuff and equipment and the passengers in it and third parties against any potential damage that the passengers may cause or any other potential losses. Unless an insurance is not available, this should be reported to the Customer in writing. The burden of proof that the notice has been given rests with the Boat Owner.

4.16 Unless an insurance is taken out by the Boat Owner, Boatsy may offer to the Customer the option to buy an insurance over the Platform. In the event that the insurance service referred to above is taken out, applicable insurance conditions shall be solely governed in the agreement to be made by the buying Customer and the insurer, provided that it shall be Boat Owner which shall provide all such information/ documents that are required to proceed with/ complete applicable insurance procedures and where any event that requires the operation of the insurance arises, the Boat Owner shall proceed with a cooperation in order to complete necessary procedures.

4.17 The Boat Owner shall be exclusively responsible for the issue of invoices/ receipts, if necessary, for the Services (other than service or commission fee invoices to be collected by Boatsy).

The Boat Owner shall be exclusively responsible for all damages that may arise before Boatsy due to the failure to issue an invoice

4.18 The Boat Owner agrees and represents that where the Customer makes use of such campaigns- promotions to be offered in the Platform upon an agreement with Boatsy, the relevant sums shall be collected according to these amounts or rates.

4.19 The Boat Owner shall be obliged, upon the request by Boatsy, to submit all insurance, license, permission or other certificates that are strictly stipulated in the applicable law for the charter of the Boat as well as the ownership documents evidencing that it is the owner of the Boat or has the right to charter it.

4.20 Where the time is of essence, such as booking, cancellation, return or change, then the time shall be set according to the local time of the place where the Boat is located.

4.21 The Boat Owner shall be solely responsible to ensure that such contents and data in the Ad uploaded by it to the Platform shall be in compliance with the laws, and it represents, agrees and undertakes that Boatsy has the right to go over and refuse to publish such contents and data in the said Ad, to remove or cease the published ones.

Creating Ads

5.1 The Boat Owner shall create an Ad on the Platform by uploading such contents that Boatsy seeks to be shared for the Services to be provided by the Boat Owner (including, but not limited to, technical data, specifications and other explanations about the Boat, its pictures, videos, location data, prices, crew members, certificates of ownership and authorization, schedule for availability and applicable rules/ conditions) (the price may be quoted in Turkish lira, Euro, USD or any other currency to be designated by Boatsy). Where the Boat Owner discloses any data to Boatsy about its personnel or any other collaborators/ cooperating parties by uploading them to the Platform, the Boat Owner shall secure all consents and fulfil all privacy notice obligations and other liabilities that are mandatory pursuant the Personal Data Protection Law with respect to them. The Boat Owner shall duly inform Boatsy about the removal/ editing of the data from/ in the Platform in the event that the employment contract or cooperation is terminated for any reason whatsoever.

5.2 It shall be at the sole discretion and authority of Boatsy to approve and publish the Ad created by the Boat Owner.

5.3 The Boat Owner shall be solely liable to keep updated and current all data in the Ads placed on the Platform, including, in particular but not limited to, the availability schedule and price data. The Boat Owner shall be solely responsible for any losses or customer grievance that may arise from the failure to keep such contents current and updated.

5.4 Ads shall be presented in a manner that may be viewed by potential Customers, who shall be also allowed to create requests. The Parties agree that it is at the sole discretion and responsibility of the Boat Owner to define prices and all similar items in respect of an Ad.

5.5 The Boat Owner shall be solely responsible to ensure that all Ads published by it and the contents therein shall be in conformity with the truth.

5.6 All contents, visuals and documents prepared by the Boat Owner in connection with the Ad may be edited by Boatsy or its employees/ supplier employees authorized by it in order to ensure their compliance with the applicable legislation and Boatsy policies, provided that its essence shall not be destroyed. It is the Boat Owner’s responsibility to check if the latest version of the Ad is correct and complete at the end of all such edits.

5.7 The Boat Owner agrees and represents that its execution of this Agreement and any Ad published by it shall not violate any agreement signed by it with any third party.

5.8 Boatsy reserves its right to block access to any Ad, or remove such blockage, at its sole discretion at any time and without any prior notice.

Booking

6.1 The Customer may send a Booking demand for any specific Ad published on the Platform. When the Customer sends a Booking Request, the Service Provider shall inform the Boat Owner over the Platform or via e-mail, SMS or other notice (by using either or several of these methods at its sole discretion).

6.2 Pursuant to Boatsy principle that “Customers should be responded within 24 hours”, the Boat Owner is obliged to answer Customer inquiries within 24 hours, and to check the details of the Ad and Booking in order to approve or reject it within 24 hours following the receipt of the Booking request. If no reply/ rejection/ approval is given within the applicable time period, Boatsy shall have the right to send an automatic message to the Customer to reject its request, to depromote the listing score of the Boat Owner, to remove the Boat Owner from the Platform/ to suspend or cease the services offered by it hereunder. Where the charter in the Booking request is for a time slot less than 24 hours, the Boat Owner must send its reply over the Platform in a manner that the request shall be rejected or accepted at the latest by the end of the day on which the Booking request is received.

6.3 Where the Booking request is accepted/ approved by the Boat Owner, a Distance Sales Agreement shall have been executed by and between the Customer and the Boat Owner, and that Agreement shall be accessible over the Platform.

6.4 If the Boat Owner accepts the Booking request received by it, it shall be obliged to provide the Customer with the Services in line with the conditions agreed under the booking, this Agreement as well as the agreement to be made between it and the Customer.

6.5 The Service Provider shall not be a party to, and shall not be bound by the terms and conditions of, the Distance Sales Agreement and any other agreement that the Boat Owner and Customer may enter into. Boatsy shall only act as an intermediary between the Customer and the Boat Owner for the establishment of the Distance Sales Agreement. Unless otherwise is agreed herein, where any provision set out herein is in conflict with any provision of other agreements, including those ones that may be signed between the Charterer and the Boat Owner, the provisions hereof shall prevail.

Cancellation, Returns and Amendments

7.1 It is the responsibility of the Boat Owner to determine the Booking fee for each Ad and to ensure that this Fee shall be published in line with the consumer legislation applicable in Turkey.

7.2 Where a Booking approved by the Boat Owner is cancelled, Boatsy may apply certain sanctions against the Ads, including the posting of an automatic evaluation message in the Ad or on the Boat Owner’s profile page that the Booking has been cancelled (these sanctions may include an adverse impact on the Listing score). Where the Distance Sales Agreement is violated, all kinds of requests from the Customer shall be solely the responsibility of the Boat Owner (provided that the payment provisions detailed in Article 9 below remain reserved).

Fee and Commission Fee

8.1 The Boat Owner agrees and represents in advance that Boatsy shall be entitled to and collect the Service Fee in return for the execution of a Distance Sales Agreement between it and the Customer over the Platform.

8.2 The Service Fee is quoted at separate rates for each Relevant Service. Boatsy shall be entitled to collect the Service fee at such rates quoted below. The sum serving as basis for rates shall be the amount that the Customer agrees to pay for the Relevant Service. Rates applicable to each service type are quoted in Annex 1. The Boat Owner is solely obliged to act in accordance with the restrictions arising from legal regulations when choosing the payment currency.

8.3. Following the payments collected from the Customer, the collected amount less the Service Fee shall be transferred to the Boat Owner according to Article 9 hereof. Payments to be made by Boatsy to the Boat Owner shall be paid to the bank account to be designated by the Boat Owner in such currency of the account. Where the Customer makes a payment in the currency other than the one designated by the Boat Owner in the Ad, exchange rates charged by Boatsy’s bank at that time shall serve as basis. The Boat Owner may agree that the sum other than Boatsy’s Service Fee (the Commission) shall be paid by the Customer to the Boat Owner in cash.

8.4 Boatsy reserves its right to demand a fee for platform membership or Listing and put it into effect upon a notice to the Boat Owner in addition to the commission fees set out herein. In such a case, a notice shall be given to the Boat Owner 7 days in advance, and the Boat Owner shall have the right to reject the notice and terminate the Agreement without compensation.

Upon termination, any Booking Request which has not been approved, if any, shall be cancelled; in the case of an approved Booking, the termination of the access to the Platform pursuant to the termination shall take place upon the expiry of the Charter Term and its related consequences, and in addition, the elimination of all relevant obligations. During that term, the Platform may only used in a limited manner in order to manage the approved Booking, and the Boat Owner shall not accept new Bookings.

Bookings that have been completed in the past and all rights and obligations arising from the Agreement as well as provisions that should remain in effect by their very nature (including, without limitation, all provisions governing the indemnity obligations of the Charterer and the Boat Owner, provisions applicable to intellectual and industrial property rights and confidentiality, provisions governing applicable law and jurisdiction) shall survive the expiry hereof. Moreover, Boatsy reserves its right to offer premium service packages to the Boat Owner and/ or Customers in the Platform in future.

8.5 Boatsy may set off its receivables hereunder against the sum payable by it to the Boat Owner. In the event that there is no sum payable to the Boat Owner, the sum due to Boatsy shall be in any event paid in cash and in lump sum upon the first written demand.

Payments

9.1. Following the approval by the Boat Owner of the Customer’s Booking request, the first stage of the Booking shall be completed upon the Prepayment by the Customer and the execution of the Distance Sales Agreement between the Customer and the Boat Owner. Boatsy shall have the right to collect the entire commission fee upon the completion of the first stage.

9.2. To ensure the finalization of the Booking and the provision of the Services, the Customer is required to make the Outstanding Payment pursuant to those conditions set by the Boat Owner and described in the Platform.

After the Outstanding Payment is made and the boat is delivered on the Introduction Day, Boatsy shall deduct its own commission calculated at such rates specified in Annex 1 and transfer the balance of the Booking Fee to the Boat Owner. Where the Boat Owner fails to continue to provide the Services or provide them incompletely due to reasons attributable to it and it may likely to discover that there are sums refundable by the Boat Owner to the Customer upon the evaluations to be made by Boatsy at its discretion by taking into account the Distance Sales Agreement, Boatsy shall keep the remaining Booking Fee in its possession.

If Services are not launched due to force major events attributable to both the Boat Owner and the Customer (these events are to be defined in the Distances Sales Agreement) and all sums payable so far by then are to be refunded to the Customer, Boatsy shall make the payment less its own commission to the Customer. Where the force major event occurs after the commencement of the Service (and the transfer of the Booking Fee less Boatsy’s commission to the Boat Owner), Boatsy shall not be obliged to refund the commission fee and the refund to the Customer shall be solely the responsibility of the Boat Owner. In the event that Boatsy is obliged to make any payment, it shall have the right to have recourse to the Boat Owner for such payment and, if any, its loss.

If the Boat is late delivered, the route is disregarded, or the Relevant Services is not provided or any Service is provided incompletely, then the Boat Owner and the Customer shall first try to settle this failure as between themselves; unless a resolution is reached, Boatsy shall determine the sum refundable to the Customer at its sole discretion but by taking into account the Distance Sales Agreement and the Boat Owner shall be solely liable for the refund. Where Boatsy is obliged to make any payment, it shall have the right to have recourse to the Boat Owner for such payment and, if any, its loss. The Boat Owner agrees, represents and undertakes that if the route purchased by the Customer is not implemented and Boatsy determines that it is not attributable to sea conditions, it may be decided to refund a sum up to 25% of the Booking Fee to the Customer.

Boatsy may offer various systems in the Platform, such as “Instant Booking”, etc. These systems may entail special arrangements for payments to be transferred by Boatsy to the Boat Owner and their timing. The Parties agree, represent and undertake that in such a case, arrangements in respect of the said system shall be applicable.

Amendments to the Agreement

Boatsy shall have the right to unilaterally change the commission rates hereon (except for approved Bookings), provided that it shall give a notice not later than 7 days prior to the effective date. The Boat Owner shall have the right to object to the notice within 7 days following its receipt of it and unilaterally terminate the Agreement without any compensation whatsoever. Where the Boat Owner remains silent or the notice is accepted, the changed rates shall be effective on the notified effective date. If any, a Booking Request without a Booking Approval shall be cancelled. In the case of an approved Booking, the access to the Platform pursuant to the termination shall be ended if the Charter Term along with all its consequences expires and, in addition, all related obligations are no longer applicable.

Representations and Covenants

12.1 The Boat Owner agrees, represents and undertakes that he is older than eighteen (18) years old and that all personal data provided by him are true and correct.

12.2 Boatsy is merely an intermediary service provider acting as intermediary for the execution of a distance agreement between a Boat Owner and a Customer, and shall not operate as an organizer, agency, insurer or insurance agent nor shall it provide tax consultancy services. A Boat Owner is obliged to decide and fulfil tax-related declarations

and other requirements at his own initiative. Boatsy may not be held liable for any overdue tax declaration and payment obligation of a Boat Owner. If it is held responsible for any reason whatsoever, the Boat Owner shall immediately indemnify Boatsy against all such losses sustained by it upon its first written demand, Boatsy shall have the right to unilaterally deduct the said loss, if any, from the current account of the Boat Owner.

12.3 Upon the approval of a Booking, a legal relation shall have been created between the Boat Owner and the Customer, and Boatsy shall not be a party to the said legal relation and agreements made between the Customer and the Boat Owner. Accordingly, Boatsy may not be held liable for any non-performance or improper or incomplete performance by the Boat Owner or the consequences thereof under the said legal relation and/ or the agreements.

12.4 Given the fact that Boatsy is merely an Intermediary Service Provider, it shall not be responsible for the attitudes and acts of the Boat Owner and its employees, the Boat, those involved in the Services, its employees Customers and their guests towards each other to the Boat, its appurtenances, equipment related to Relevant Services and third parties nor it shall be liable for any violation, representation, explanation or action of them, or any loss that may arise therefrom. The Boat Owner agrees, represents and undertakes that where any of the said parties commits a violation and Boatsy sustains a loss because of that violation for which it is not responsible at all at any stage of the procedures in the course of the intermediary role of Boatsy for the execution of the Distance Sales Agreement between the Boat Owner and the Customer, the Boat Owner shall immediately indemnify Boatsy against its losses upon its first demand. The Boat Owner accepts, declares and undertakes that he is obliged to keep the Platform membership information (username and password) safe and secure, shall not disclose this information to any third party and is responsible for all transactions made through the Platform membership, in case it determined that its membership is used without permission in any way, it shall immediately notify the Service Provider, if it does not fulfil the said notification obligation, in case of any damage due to any transaction made without its permission Boatsy shall not be responsible for this damage, on the contrary, if Boatsy suffers any damage for this reason, it shall immediately compensate the damage incurred by Boatsy.

12.5 This Agreement does in no event constitute an employee-employer or main employer-subcontractor relation between Boatsy and the Boat Owner. The Boat Owner shall provide his services in its own name and by using the Platform hereunder. The Boat Owner shall be exclusively responsible for all its administrative, legal/ financial and operational liabilities (office rental, personnel salaries and insurance etc.) and expenses (bills, Internet usage, the purchase, repair and maintenance works of technical equipment that it should have hereunder) as well as measures that need to be adopted in connection with the occupational health and safety.

12.6 This Agreement contains provisions in favour of third parties and the relevant Customer may demand the Boat Owner to perform any obligation that the Boat Owner undertakes towards the Customer pursuant to any provision hereof.

Suspension, Termination and Freezing

The Boat Owner accepts that if Boatsy believes or is convinced that the Boat Owner has committed illegal activities or shall be unable to provide the Service/ Relevant Service pursuant to the Distance Sales Agreement or has acted in breach of this Agreement or in a manner that is inconsistent with the provisions hereof, it may, at its sole discretion, block the access by the Boat Owner to the Platform, terminate its membership, deactivate its user code and password, amend or suspend or completely cease the services provided in the Platform hereunder and thereupon Boatsy shall not be under any liability towards Customers or any third party; that if Boatsy, the Customer or third parties sustain any loss, then the Boat Owner shall be obliged to immediately compensate such loss.

In the circumstances listed above, Boatsy shall also be entitled to cancel any unfulfilled Booking. The Boat Owner agrees, represents and undertakes that upon such cancellation, Boatsy shall refund the entire prepayment made by the Customer back to the Customer; that the Boat Owner shall not have the right to assert any claim against Boatsy or the Customer; that if Boatsy, the Customer or any third party sustains any loss due to such cancellation, then the Boat Owner shall be obliged to immediately compensate such loss.

The Boat Owner may, on the other hand, freeze its membership or account at any time at its sole discretion. In this case, the Member shall apply to such section of the Platform governing the freezing. If any, any Booking Request whose Booking Approval has not been made yet shall be cancelled; in the case of any approved Booking, the said freezing shall take place if the Charter Term along with all its consequences expires and, in addition, all related obligations are no longer applicable. Where the membership is frozen, this shall not cause the elimination of rights or obligations arising from the Agreement until such date when the Booking is cancelled or the account is frozen. Bookings that have been completed in the past and all rights and obligations arising from the Agreement as well as provisions that should remain in effect by their very nature (including, without limitation, all provisions governing the indemnity obligations of the Charterer and the Boat Owner, provisions applicable to intellectual and industrial property rights and confidentiality, provisions governing applicable law and jurisdiction) shall survive the expiry hereof. It is not possible to delete Boatsy account of the Boat Owner.

In addition to all these provisions, Boatsy may fully or partially remove the Platform at any time at its sole discretion and without obligation of compensation. In this case, Bookings that have been completed in the past and all rights and obligations arising from the Agreement as well as provisions that should remain in effect by their very nature (including, without limitation, all provisions governing the indemnity obligations of the Charterer and the Boat Owner, provisions applicable to intellectual and industrial property rights and confidentiality, provisions governing applicable law and jurisdiction) shall survive such removal. The Boat Owner reserves its right to claim its receivables outstanding in the current account in connection with the pre-made Bookings.

Confidentiality

14.1 Each Party agrees, represents and undertakes that it shall keep confidential all such information and documents of the other Party that it may come to know or the other Party may disclose for the relations between the Parties or in connection with this Agreement or the provisions set out herein. This includes any information that is marked as confidential in writing or verbally or any information that should reasonably remain confidential due to its various consequences if disclosed or such information that is confidential by its nature (“Confidential Information”).

14.2 The Boat Owner agrees, represents and undertakes that it shall not use the data hereunder unlawfully and for any purpose other than the intended one herein.

14.3 The Boat Owner is required to take all necessary measures to ensure confidentiality and security and not to store, process or record any Confidential Information in its possession other than the ones that are indispensable for the provision of the Services.

14.4 The Boat Owner shall be obliged to ensure the confidentiality and security of such user data that it acquires, processes, transmits or stores via or over the information systems during the provision of the Services. In this respect, the Parties shall avoid the use of foreign apparatuses or other devices (such as tape recorders, cameras) that may audio-visually record in the course of the provision of the Services.

14.5 The Boat Owner may not disclose the Confidential Information to parties other than outsourcers and authorities that are expressly authorized under the applicable law. Such disclosure may be made to parties other than authorities that are expressly authorized under the applicable law only if a prior consent is secured from Boatsy and the limits of disclosure shall be expressly defined and set.

Protection of Personal Data

15.1 Each Party agrees, represents and undertakes that it shall process anything that contains personal data in line with all terms and conditions set out in the PDPL and applicable legislation; that such data may include all information and documents that it acquires in line with the Personal Data Protection Law no. 6698 (“PDPL”) and disclosed to the other Party in order to proceed with the Services set out herein; that it shall not disclose such data to third parties in breach of the provisions of the PDPL nor shall it use it beyond the purpose of processing; that it shall procure that its workers, employees and any service providers under its control acting in other capacities shall comply with the obligations defined herein during the performance of their tasks and following their termination; that in the event that the said data is captured by third parties unlawfully, it shall immediately inform the other Party as soon as it becomes aware of it.

15.2 The Boat Owner shall be obliged, in addition to its obligations related to personal data defined herein, its assistants serving in the performance of the Agreement shall ensure that if conditions dictate so, data subjects shall be duly informed in line with the term and conditions defined in the PDPL and the applicable regulatory operations and the applicable legislation governing the protection of personal data; that explicit consents shall be obtained from data subjects and that personal data shall be protected, and it/ they shall be liable in the case of violation of these provisions and/ or the disclosure of personal data to third parties.

15.3 The obligations set out in this Article shall survive the termination of this Agreement for any reason whatsoever for the Parties without any time limit.

15.4 Upon the requests received from the Customers, personal and corporate data of the Boat Owner may be disclosed by Boatsy directly to Customers or public agencies/ institutions.

Responsibility and Penalty Clause

16.1 The Boat Owner undertakes that unless otherwise is stated herein, if it fails to perform its obligations set out herein duly, it shall indemnify and hold Boatsy harmless against all penalties, sanctions and losses that Boatsy may sustain and be exposed to in this respect.

16.2 Such sanctions, losses and penalties that should be indemnified by the Boat Owner on account of other obligations even without the violation of the provisions hereof shall be indemnified in cash and in lump sum upon the first written demand of Boatsy.

16.3 Where the Boat Owner acts in breach of this Agreement, the Agreement may be immediately terminated at all times, provided that Boatsy reserves its right to be indemnified. In that case, Bookings that have been completed in the past and all rights and obligations arising from the Agreement as well as provisions that should remain in effect by their very nature (including, without limitation, all provisions governing the indemnity obligations of the Charterer and the Boat Owner, provisions applicable to intellectual and industrial property rights and confidentiality, provisions governing applicable law and jurisdiction) shall survive the termination hereof.

Term and Termination

17.1 This Agreement shall come into force on its execution date and shall remain effective unless it is terminated in line with the procedure agreed herein.

17.2 Each Party may terminate this Agreement upon the deletion of the account or blocking the access to the Platform without any just cause and obligation of compensation. For the avoidance of any doubt, all pre-termination rights and claims shall remain reserved. Notwithstanding the foregoing, if there is any Booking approved prior to the termination notice, Services in connection with that Booking shall be carried out after the expiry of the termination term. Fees shall be paid in parallel with the provisions hereof. Bookings that have been completed in the past and all rights and obligations arising from the Agreement as well as provisions that should remain in effect by their very nature (including, without limitation, all provisions governing the indemnity obligations of the Charterer and the Boat Owner, provisions applicable to intellectual and industrial property rights and confidentiality, provisions governing applicable law and jurisdiction) shall survive.

17.3 Where Boatsy ceases its business operations due to a legal barrier, decision to close down the business etc., it may terminate the Agreement upon giving a written notice without obligation of compensation. Bookings that have been completed in the past and all rights and obligations arising from the Agreement as well as provisions that should remain in effect by their very nature (including, without limitation, all provisions governing the indemnity obligations of the Charterer and the Boat Owner, provisions applicable to intellectual and industrial property rights and confidentiality, provisions governing applicable law and jurisdiction) shall survive.

17.4 Upon the termination of the Agreement, the membership of the Boat Owner shall be removed and his access to the Platform shall be blocked. The Boat Owner may demand within 24 hours following the termination of the Agreement that his membership data should be returned to it. Otherwise Boatsy shall not be liable for the erasure, destruction or removal of such data.

Miscellaneous

18.1 This Agreement does not appoint either of the Parties as the statutory representative, agent or attorney of the other Party nor shall it authorized either Party to undertake any obligation, make any binding commitment and/ or representation towards third parties for the other Party.

18.2 The Parties agree and represent that their respective addresses set out in Article 1 hereof are their statutory notification addresses; that in the case of a change to that address, notices to be served to the addresses herein shall be valid and yield all the legal consequences of a statutory service unless such new address is notified to the other Party in writing within 7 (seven) days from the date of change. Notwithstanding the foregoing, notices and notifications for conditions set out in Article 18/3 of Turkish Code of Commerce shall be valid only if they are served via notary public or registered mail with return receipt.

18.3 As it is specified herein that there shall be notices made from the Platform, the Boat Owner agrees, represents and undertakes that it shall keep its account active at all times in order to receive such notices over the Platform – provided that provisions for freezing the account are reserved-. These notices shall be valid and be deemed to have been received and read by the Boat Owner as of the date they are made.

18.4 Provided that Articles 8.5 and 10 hereof remain reserved, no waiver, amendment or annex in connection herewith shall be valid unless it is executed by the Parties in writing at the execution date hereof or thereafter. The Agreement may be amended or edited by the Parties only by means of a duly executed written supplementary agreement.

18.5 Where either Party fails to perform any of its obligations set out herein due to any circumstance or event that is beyond its control, including, but not limited to, fire, flood, strikes, earthquakes, terrorism acts, state of war, civil war or any administrative act, decision, statute or regulations applicable in Turkey or abroad, this shall not give rise to a responsibility on the part of that Party and this incident shall be deemed a force major event hereunder. The Party that fails to perform its obligations hereunder due to force major event shall inform the other Party in writing within 7 (seven) days following the date of this event about its reasons of failure to perform its obligations and the description of the force major event. In the case of a force major event hereunder, the Parties shall try their best efforts to perform this Agreement. Where at least either of the Parties fails to perform its contractual obligations due to force major event despite these efforts, this shall be a just cause for the termination hereof. Bookings that have been completed in the past and all rights and obligations arising from the Agreement as well as provisions that should remain in effect by their very nature (including, without limitation, all provisions governing the indemnity obligations of the Charterer and the Boat Owner, provisions applicable to intellectual and industrial property rights and confidentiality, provisions governing applicable law and jurisdiction) shall survive the expiry hereof.

18.6 This agreement is governed by and subject to the laws of England & Wales. All disputes, claims, allegations and other like matters shall be determined using English Law and any action or proceeding shall proceed in the Courts of England without regard to or application of choice of law, rules or principles. The parties agree that the use of English Law and English Courts represents the most convenient forum for all disputes and shall not argue to the contrary.

Effectiveness

This Agreement, consisting of 18 articles, is hereby executed as between the Parties on the date of acceptance by the Boat Owner, and shall come into force upon its execution.

ANNEX 1 - COMMISSION RATES

Below are the commission rates that Boatsy shall collect from the Services to be provided by the Boat Owner from the Platform. Boatsy shall have the exclusive right to amend these rates. Any change shall not be applied to Approved Bookings.

* Commission rate applicable in bareboat charters (the Customer shall act as the Maritime Operator) – 15%

* Commission rate applicable in Boat Charters with Crew Members – 20%

* Commission rate applicable for supplementary service sales – 20%

* Commission rate applicable to route sales – 20%