J .-.. ....... FRONTEX Ill EUROPEAN BORDER AND COAST GUARD AGENCY FRAMEWORK SERVICE CONTRACT FRAMEWORK CONTRACT NUMBER - FrontexOP/979/2016/RS - lot 1 European Border and Coast Guard Agency, hereinafter referred to as 'Frontex', represented for the purposes of the signature of this framework contract by Fabrice Leggeri, the Authorising Officer, on the one part, and Sunrise Lines E.P.E. (Ltd) Profiti llias Vrontados 82200 Vrontados ( Chios, Greece VAT registration number: 800312600 (hereinafter referred to as "the Contractor"), represented for the purposes of the signature of this Framework Contract by on the other part, HAVE AGREED to the special conditions, the general conditions for service framework contracts, the model request for services and the following annexes: Annex I -             Terms of Reference No OP/979/2016/RS Annex II -            Contractor's tender of 8/2/2017 (  Annex Ill -           Templates of the Specific Order which form an integral part of this framework contract (hereinafter referred to as "the FWC"). I - SPECIAL CONDITIONS Article I. 1 - Order of priority of provisions If there is any conflict between different provisions in this FWC, the following rules must be applied: The terms set out in the special conditions shall take precedence over those in the other parts of the FWC. The terms set out in the general conditions shall take precedence over those in the templates of the Specific Order. The terms set out in the templates of the Specific Order shall take precedence over those in the other annexes. The terms set out in the Terms of Reference (Annex I) shall take precedence over those in the Contractor's tender (Annex II). The terms set out in the framework contract shall take precedence over those in the templates of the Specific Order. Frontex • European Border and Coast Guard Agency

This FWC sets out: the procedure by which Frontex may order services from the contractor; the provisions that apply to any order which Frontex and the contractor may conclude under this FWC; and the obligations of the parties during and after the duration of this FWC. All documents issued by the Contractor (end-user agreements, general terms and conditions, etc.) except Its tender are held Inapplicable, unless explicitly mentioned in the special conditions of this FWC. In all circumstances, in the event of contradiction between this FWC and documents issued by the Contractor, this FWC prevails, regardless of any provision to the contrary in the Contractor's documents. Article I. 2 - Subject matter 1.2.1     The subject matter of the FWC is the provision of Frontex with transfer services by sea for passengers from Mitilini (LOCODE GRMJT) to Dikili (LOCODE TRDIK). Details are provided in the Terms of Reference (Annex II). 1.2.2     Signature of the FWC imposes no obligation on Frontex to purchase. Only performance of the FWC ( through Request for Services is binding on Frontex. 1.1.3     The Contractor is selected for a single FWC. Article 1.3 - Entry into force and duration 1.3.1     The FWC shall enter into force on the date on which it is signed by the last party. 1.3.2     The implementation of the FWC cannot start before its entry into force. 1.3.3     The FWC is concluded for a period of 24 months with effect from the date on which it enters into force. 1.3.4     The parties must sign an Order form before the FWC expires. The FWC shall continue to apply to such Order forms after its expiry. The services relating to such Order forms must be performed no later than six months after the expiry of the FWC. ( 1.3.5      FWC renewal The FWC is renewed automatically two times for 12 months periods, unless one of the parties receives formal notification to the contrary at least three months before the end of the ongoing duration. Renewal does not change or postpone any existing obligations. A maximum total duration of the contract cannot exceed four years. Article 1.4 - Appointment of the Contractor and implementation of the FWC 1.4. 1     Appointment of the Contractor Frontex appoints the Contractor for a single FWC. 1.4.2     Period of provision of the services The period allowed for the execution of the tasks shall start to run on the date the Contractor signs the Specific Order form, unless a different date is Indicated on the Specific Order form. Frontex - European Border and Coast Guard Agency · - -- - - - _,. ' 01 "'"'""'";.1,; I. nn-R44 Warsaw. Poland I Tel. +48 22 205 95 00 I Fax +48 22 205 95 01 2/30

1.4.3    Implementation of single FWC The contracting authority orders services by sending the Contractor an Order form. The contractor must send back the counter-signed and dated Specific Order back to Frontex within one working day of receipt. If the contractor repeatedly refuses to sign the Specific Order forms or repeatedly fails to send them back on time, the Contractor may be considered in breach of its obligations under this FWC as set out In Article 11.18.1 (c). Article 1.5 -Prices 1.5.1     The maximum amount covering all purchases under this FWC, including all renewals, is 2 000 000 EUR. However, this does not bind Frontex to purchase for the maximum amount. 1.5.2     Price revision is not applicable to this FWC. ( 1.5.3     Reimbursement of expenses is not applicable to this FWC. Article 1.6 - Payment arrangements 1.6.1 Pre-financing Pre-financing payment Is not applicable to this FWC. 1.6.2 lnterfm payment Interim payment is not applicable to this FWC. 1.6.3 Payments under Specific Orders The contractor may claim the payment after successful implementation of each Specific Order. The Contractor must send an invoice in electronic or paper format for payment of the amount due under the Specific Order. The invoice shall be accompanied by: C · Ship Visit Report Form signed by both parties, Frontex must accept deliverables and pay within 30 days from receipt of the invoice. If Frontex has observations to make, it must send them to the Contractor and suspend the time limit for payment in accordance with Article 11.21.7. The Contractor has 15 calendar days to submit additional Information or corrections if Frontex requires it. Frontex must give its approval and pay within the remainder of the time-limit indicated above, unless it rejects partially or fully the submitted documents or deliverables. 1.6.4 Performance guarantee Performance guarantee is not applicable to this FWC. 1.6.5 Retention money guarantee Retention money guarantee is not applicable to this FWC. Frontex • European Border and Coast Guard Agency www.frontex.europa.eu I Pl. Europejski 6, 00-844 Warsaw, Poland I Tel. +48 22 205 95 00 I Fax +48 22 205 95 1 3/30

Article I. 7 - Bank account Payments must be made to the Contractor's (or leader's in case of a joint tender) bank account denominated in euro, identified as follows: Name of bank: Full address of branch: Full account number including bank codes: BIC code: Amendment of the bank account by the Contractor requires proper notification to Frontex signed by the person authorised to conclude the Contract and sent in line with art. 1.8. Article 1.8 - Communication details For the purpose of this FWC, communications must be sent to the following addresses: Contracting Authority:                                                                                       C Frontex Plac Europejski 6, 00-844 Warsaw, Poland Email: Contractor: Sunrise Lines E.P.E. (Ltd) Profiti llias Vrontados, 82200 Vrontados, Chios, Greece Email: By derogation from this Article, different contact details for Frontex or the Contractor may be provided in Order forms. Article I. 9 - Data controller For the purpose of Article 11.9, the data controller is Frontex PRU Unit. C Article I. 10 - Exploitation of the results of the FWC 1.10.1 Detailed list of modes of exploitation of the results In accordance with Article 11.13. 1 whereby Frontex acquires ownership of the results as defined in this FWC, including the tender specifications, these results may be used for any of the following modes of exploitation: (a)       use for its own purposes: •     making available to the staff of Frontex; •     making available to the persons and entities working for Frontex or cooperating with it, including contractors, subcontractors whether legal or natural persons, Union institutions, agencies and bodies, Member States' institutions; •    installing, uploading, processing; •    arranging, compiling, combining, retrieving; Frontex - European Border and Coast Guard Agency www.frontex.europa.eu I Pl. Europejski 6, 00-844 Warsaw, Poland I Tel. +48 22 205 95 00 I Fax +48 22 205 95 01 4/30

•             copying, reproducing in whole or in part and In unlimited number of copies.] [(b)                       distribution to the public in hard copies, in electronic or digital format, on the internet including social networks as a downloadable or non-downloadable file;] [(c)                      communication through press Information services;] [(d)                      inclusion in widely accessible databases or Indexes, such as via 'open access' or 'open data' portals, or similar repositories, whether freely accessible or accessible only upon subscription;] [(e)                      modifications by Frontex or by a third party in the name of Frontex, including: •            shortening; •             summarising; •            modifying the content, the dimensions; •            making technical changes to the content (necessary correction of technical errors), adding new parts (                             or functionalities, changing functionalities, providing third parties with additional information concerning the result (e.g. source code) with a view to making modifications; •            addition of new elements, paragraphs, titles, leads, bolds, legend, table of content, summary, graphics, subtitles, sound; •            addition of metadata, for text and data-mining purposes; addition of right-management information; addition of technological protection measures; •            preparation in audio form, preparation as a presentation, animation, plctograms story, slide-show, public presentation; •            extracting a part or dividing into parts; •            translating, inserting subtitles, dubbing in different language versions: English, French, German; all official languages of EU; languages used within EU; languages of candidate countries. (f)                       rights to authorise, license, or sub-license In case of licensed pre-existing rights, the modes of exploitation set out in any of the points (a) to (e) to third parties. (g) other adaptations which the parties may later agree; in such case, the following rules apply: Frontex must consult the Contractor. If necessary, the Contractor must in turn seek the agreement of any creator or other right holder and must reply to Frontex within one month by providing its agreement, including any suggestions of modifications, free of charge. The Contractor may refuse the intended modification only if a creator can demonstrate that the intended modification may harm his/her honour or reputation, thereby violating his/her moral rights. The modes of exploitation may be defined in more details in the Order form. 1.10.2                    Licence or transfer of pre-existing rights All pre-existing rights incorporated in the results, if any, are licensed to Frontex as set out in Article 11.13.2. 1.10.3                     Provision of list of pre-existing rights and documentary evidence The Contractor must provide Frontex with a list of pre-existing rights as set out in Article 11.13.4 together with the invoice for payment of the balance at the latest. Frontex - European Border and Coast Guard Agency .. ,. . ,. .., , ..,...... .. ....... ,... ,, .. ..., ,.. ... ' " ' 1 01 C",, .. ,..,'"'" " ... 1,,: L nn O AA ,,, ............ . . n .... 1... ... ..1 1 T .-.1 , A D .., , , n c n c nn , c- ... .... , A O., ., 1 n c nc n◄ c ,.,n

In addition, the contractor must provide Frontex with relevant and exhaustive evidence of the acquisition of all the necessary pre-existing rights together with a presentation of relevant result. To this effect, the contractor must provide the relevant evidence listed in Article 11.13.5 as appropriate or, failing that, third parties' statement. Article 1.11 - Termination by either party Either party may tem,inate the FWC and/or the FWC and Specific Order by sending formal notification to the other party with one month written notice. If the FWC or a Specific Order form is terminated: (a) neither party is entitled to compensation; (b) the Contractor Is entitled to payment only for the services provided before termination takes effect. The second, third and fourth paragraphs of Article 11.18.4 apply. Article 1.12 - Applicable law and settlement of disputes 1.12.1   The FWC is governed by Union law, complemented, where necessary, by the law of Poland. 1.12.2 The courts of Poland relevant for Frontex seat have exclusive jurisdiction over any dispute regarding the interpretation, application or validity of the FWC. ( Frontex - European Border and Coast Guard Agency

II - GENERAL CONDITIONS FOR SERVICE FRAMEWORK CONTRACTS II. 1. Definitions For the purpose of this FWC, the following definitions (indicated in italics in the text) apply: 'Back office': the internal system(s) used by the parties to process electronic invoices; 'Confidential information or document': any information or document received by either party from the other or accessed by either party in the context of the implementation of the FWC, that any of the parties has identified in writing as confidential. It may not include information that is publicly available; 'Conflict of interest': a situation where the impartial and objective implementation of the FWC by the contractor is compromised for reasons involving family, emotional life, political or national affinity, economic interest, or any other shared interest with Frontex or any third party related to the subject matter of the FWC; (  'Creator': means any natural person who contributes to the production of the result; 'EDI message' (electronic data interchange): a message created and exchanged through the electronic transfer, from computer to computer, of commercial and administrative data using an agreed standard; 'e-PRIOR': the service-oriented communication platform that provides a series of web services and allows the exchange of standardised electronic messages and documents between the parties. This is done either through web services, with a machine-to-machine connection between the parties' back office systems (ED/ messages), or through a web application (the supplier portal). The Platform may be used to exchange electronic documents (e-documents) such as electronic requests for services, electronic Specific Orders, electronic acceptance of services and electronic invoices between the parties. Technical specifications (i.e. the interface control document), details on access and user manuals are available at the following website: http://ec.europa.eu/ dgs/informatics/supplier portal/ documentation/ documentation en. htm 'Force majeure': any unforeseeable, exceptional situation or event beyond the control of the parties that prevents either of them from fulfilling any of their obligations under the FWC. The situation or event must not be attributable to error or negligence on the part of the parties or on the part of the subcontractors and must ( prove to be inevitable despite their exercising due diligence. Defaults of service, defects in equipment or material or delays in making them available, labour disputes, strikes and financial difficulties may not be invoked as force majeure, unless they stem directly from a relevant case of force majeure; 'Formal notification' (or 'formally notify'): form of communication between the parties made in writing by mail or email, which provides the sender with compelling evidence that the message was delivered to the specified recipient; 'Fraud': any intentional act or om1ss1on affecting Frontex's financial interests relating to the use or presentation of false, incorrect or incomplete statements or documents or to non-disclosure of information in violation of a specific obligation; 'Implementation of the FWC': the purchase of services envisaged in the FWC through the signature and performance of Specific Orders; 'Interface control document': the guideline document which lays down the technical specifications, message standards, security standards, checks of syntax and semantics, etc. to facilitate machine-to-machine connection. This document is updated on a regular basis; Frontex - European Border and Coast Guard Agency www . frontex .euron;i.e11 I Pl. E11rnnei~ki Fi . 00-844 W;,.r:.;,.w . Pnl;,.nrl I TPI +4R 77 70<; Q<; 00 I F;,.x +4R 77 70<; Qi; 01 71<0

'Irregularity': any infringement of a provision of Union law resulting from an act or omission by an economic operator, which has, or would have, the effect of prejudicing the Frontex's budget. 'Notification' (or 'notify'): form of communication between the parties made in writing including by electronic means; 'Order form': a simplified form of Specific Order by which the contracting authority orders services under this FWC; 'Performance of a Specific Order': the execution of tasks and delivery of the purchased services by the contractor to the contracting authority; 'Personnel': persons employed directly or indirectly or contracted by the contractor to implement the FWC; 'Pre-existing material': any material, document, technology or know-how which exists prior to the contractor using it for the production of a result in the implementation of the FWC; 'Pre-existing right': any industrial and intellectual property right on pre-existing material; it may consist in \ a right of ownership, a licence right and/or right of use belonging to the contractor, the creator, the contracting authority as well as to any other third parties; 'Professional conflicting interest': a situation in which the contractor's previous or ongoing professional activities affect its capacity to implement the FWC or to perform a Specific Order to an appropriate quality standard. 'Related person': any person who has the power to represent the contractor or to take decisions on its behalf; 'Request for services': a document from the contracting authority requesting that the contractors in a multiple FWC provide a specific tender for services whose terms are not entirely defined under the FWC; 'Result': any intended outcome of the implementation of the FWC, whatever its form or nature, which is delivered and finally or partially approved by the contracting authority. A result may be further defined in this FWC as a deliverable. A result may, in addition to materials produced by the contractor or at its request, also include pre-existing materials; 'Specific Order': a contract implementing the FWC and specifying details of a service to be provided; 'Substantial error': any infringement of a contract provision resulting from an act or omission, which causes or might cause a loss to the Frontex's budget. 'Supplier portal': thee-PRIOR portal, which allows the contractor to exchange electronic business documents, such as invoices, through a graphical user interface; its main features can be found in the supplier portal overview                               document                                   available                              on: http://ec.europa.eu/dgs/informatics/supplier portal/doc/um supplier portal overview.pdf 11.2. Roles and responsibilities in the event of a joint tender In the event of a joint tender submitted by a group of economic operators and where the group does not have legal personality or legal capacity, one member of the group is appointed as leader of the group. Frontex - European Border and Coast Guard Agency www .frontex .eurooa.eu I Pl. Euroneiski 6. 00-844 W;,rs;,w_ Pnliinn I Tel +4R 7? ?O'i Q'i oo I F;,-, +4R ?7 ?O'i Q'i 01 Rnn

11.3. Severability Each provision of this FWC Is severable and distinct from the others. If a provision is or becomes illegal, invalid or unenforceable to any extent, it must be severed from the remainder of the FWC. This does not affect the legality, validity or enforceability of any other provisions of the FWC, which continue in full force and effect. The illegal, invalid or unenforceable provision must be replaced by a legal, valid and enforceable substitute provision which corresponds as closely as possible with the actual intent of the parties under the illegal, invalid or unenforceable provision. The replacement of such a provision must be made in accordance with Article 11. 11. The FWC must be interpreted as if it had contained the substitute provision as from its entry into force. 11.4. Provision of services 11.4.1                Signature of the FWC does not guarantee any actual purchase. The contracting authority is bound only by Specific Orders implementing the FWC. 11.4. 2    The contractor must provide services of high quality standards, in accordance with the state of the C             art In the industry and the provisions of this FWC, in particular the tender specifications and the terms of its tender. 11.4.3     The contractor must comply with the minimum requirements provided for In the tender specifications. This includes compliance with applicable obligations under environmental, social and labour law established by Union law, national law and collective agreements or by the International environmental, social and labour law provisions listed in Annex X to Directive 2014/24/EU 1 • 11.4.4     The contractor must obtain any permit or licence required in the State where the services are to be provided. 11.4.5     Alt periods specified in the FWC are calculated in calendar days, unless otherwise specified. 11.4.6     The contractor must not present itself as a representative of the contracting authority and must inform third parties that it is not part of the European public service. 11.4.7     The contractor is responsible for the personnel who carry out the services and exercises its authority over its personnel without interference by the contracting authority. The contractor must inform its personnel that: (a) they may not accept any direct instructions from the contracting authority; and (b) their participation in providing the services does not result in any employment or contractual relationship with the contracting authority. 11.4.8     The contractor must ensure that the personnel implementing the FWC and any future replacement personnel possess the professional qualifications and experience required to provide the services, as the case may be on the basis of the selection criteria set out in the tender specifications. 11.4. 9    At the contracting authority's reasoned request, the contractor must replace any member of personnel who: (a) does not have the expertise required to provide the services; or (b) has caused disruption at the premises of the contracting authority. OJ L 94      of 28.03.2014, p.      65 Frontex - European Border and Coast Guard Agency www.frontex.europa.eu I Pl. Europeiski 6. 00-844 Warsaw. Poland I Tel. +48 22 205 95 00 I Fax +48 22 205 95 01    9/30.

The contractor bears the cost of replacing its personnel and is responsible for any delay in providing the services resulting from the replacement of personnel. 11.4. 10 The contractor must record and report to the contracting authority any problem that affects its ability to provide the services. The report must describe the problem, state when it started and what action the contractor is taking to resolve It. 11.5. Communication between the parties 11.5.1. Form and means of communication Any communication of information, notices or documents under the FWC must: (a)   be made in writing in paper or electronic format in the language of the contract; (b)   bear the FWC number and, if applicable, the specific contract number; (c)   be made using the relevant communication details set out in Article 1.8; and (d)   be sent by mail, email or, for the documents specified in the special conditions, via e-PRIOR. ( If a party requests written confirmation of an e-mail within a reasonable time, the other party must provide an original signed paper version of the communication as soon as possible. The parties agree that any communication made by email has full legal effect and is admissible as evidence in judicial proceedings. 11.5.2. Date of communications by mail and email Any communication is deemed to have been made when the receiving party receives it, unless this FWC contract refers to the date when the communication was sent. E-mail is deemed to have been received by the receiving party on the day of dispatch of that e-mail, provided that it is sent to the e-mail address indicated in Article 1.8. The sending party must be able to prove the date of dispatch. In the event that the sending party receives a non-delivery report, it must make every effort to ensure that the other party actually receives the communication by email or mail. In such a case, the sending party is not held in breach of its obligation to send such communication within a specified deadline. Mail sent to the contracting authority is deemed to have been received by the contracting authority on the L date on which the department responsible referred to in Article 1.8 registers it. Formal notifications are considered to have been received by the receiving party on the date of receipt indicated in the proof received by the sending party that the message was delivered to the specified recipient. 11.5.3. Sbmission of e-documents via e-PRIOR 1.    If provided for in the special conditions, the exchange of electronic documents (e-documents) such as requests for services, specific contracts and invoices between the parties is automated through the use of the e-PRIOR platform. This platform provides two possibilities for such exchanges: either through web services (machine-to-machine connection) or through a web application (the supplier portal). 2.    The contracting authority takes the necessary measures to implement and maintain electronic systems that enable the supplier portal to be used effectively. 3.    In the case of machine-to-machine connection, a direct connection is established between the parties' back offices. In this case, the parties take the measures necessary on their side to implement and maintain electronic systems that enable the machine-to-machine connection to be used effectively. The electronic systems are specified in the Interface control document. The contractor Frontex - European Border and Coast Guard Agency www.frontex.eurooa.eu I Pl. Eurooeiski 6, 00-844 Warsaw. Poland I Tel. +48 22 205 95 00 I Fax +48 22 205 95 01 10/30