Last update: March 7, 2023
These general terms and conditions (the "General Terms and Conditions") govern the relationship between Sailsquare Srl SB (hereinafter "Sailsquare"), VAT code IT07860990964, and the users (the "Users") identified when creating their account (the "Account"), for the use of the websites, applications and related services managed by Sailsquare (the "Platform").
The Platform offers a virtual meeting place for sea and nature lovers to share experiences (the "Experiences"): the Users who publish and organise the Experiences are the "Providers", while the Users who search and book the Experiences are the "Travellers".
1.2 The Traveller represents and warrants to have provided accurate, honest, updated and complete information about identity, age, gender, experience and nautical skills, as well as about personal data in general. Sailsquare does not bear any responsibility with regard to the accuracy and completeness of information provided by Users. Sailsquare cannot be held responsible under any circumstances - towards Users or third parties - of damages resulting from incorrect and incomplete information provided by Users.
2.1 After filling in the application form and after having been approved, each User can post his/her Experiences on the Platform, within a page dedicated to each of them (the "Experience Page"), and propose them to other Users, thus assuming the qualification of Provider. The Provider can be an individual, whether private or professional, or an individual representing an organisation such as, for example, a sports association, a charter company or a tour operator.
2.2 The Provider, in order to propose an Experience, must specify the characteristics of the Experience itself, including but not limited to: duration, destination, the number of spots available, the itinerary and, for sailing experiences, the characteristics of the boat. The Provider has the obligation to promptly inform all Travellers participating in the Experience (the "Crew") of any changes to the same, in order to ensure an informed choice by the Crew. It is understood that, for reasons of force majeure, including but not limited to weather conditions and decisions of the competent Maritime Authorities, or for reasons related to the safety of the boat and/or its occupants, the Provider may, at his sole discretion, modify the characteristics of the Experience, even when in progress.
2.3 Together with the information set out in the previous paragraph, the Provider must indicate, for any published Experience, all the occurrences of the Experience itself (the "Departures"), specifying, for each of them:
the start and end dates and the related time intervals for embarking and disembarking;
the minimum number of people who must take part in the Experience for it to be confirmed (the "Minimum Crew");
the fee due to take part in the Experience (the "Share Price"), expressed as price per person;
the possible discounted Share Fee to be applied to the first Travellers who book the Experience or that book within a given date (the "Early Booking Share Price");
for sailing experiences only, the price to reserve the whole boat (the "Whole Boat Price").
The Share Price, the Early Booking Share Price and the Whole Boat Price hereinafter, alternatively, also the "Experience Price".
2.4 The Provider is responsible for determining which services are included in the Experience Price. For sailing experiences, the boat and the skipper must always be included in the Experience Price.
2.5 The Provider also commits to promptly update the number of places available for any published Departure, in order to guarantee their actual availability and, in any case, to give priority to Travellers rather than to third parties.
3.1 If a given Departure is not already confirmed by the Provider at the moment of publication, it shall be deemed to be confirmed (the "Confirmed Departure") upon the occurrence of one of the following conditions:
3.2 When a Departure that was not previously confirmed becomes Confirmed, all Travellers on board receive a notification email stating the variation.
3.3 Once the Departure becomes Confirmed, the Provider cannot cancel it and undertakes to carry it out in accordance with the provisions of Article 2, paragraph 2, without prejudice to the provisions of Traveller Policy and Provider Policy.
4.1 The Provider is solely responsible for the organisation of the Experience, which shall be carried out in accordance with the characteristics of the Experience indicated to Users, except as provided in article 2, paragraph 2. Sailsquare does not assume any responsibility with regard to the organisation and success of the Experience.
4.2 The Provider is solely responsible for the choice of the boat, its safety as well as its conformity with the applicable rules. In case he/she does not use his/her own boat, the Provider will bear the signing of the related rental contract with third parties. It is understood that Sailsquare won’t be responsible under any circumstances of the Provider’s non-compliance with the obligations deriving from that contract.
4.4 The Provider declares and guarantees to be in possession of all the licences, certifications and authorizations that are necessary for the carrying out of the Experience, declares to respect and be aware of the current legislation in the areas where the Experience takes place, and declares to have fulfilled to any administrative or fiscal obligation laid down by law in the areas where the Experience takes place. The Provider also guarantees that he/she has subscribed to an adequate Third Party Liability insurance policy to cover any possible damage to property or persons carried and/or accompanied by him/her during the Experience.
Sailsquare doesn’t guarantee the accuracy of the information provided by the Provider and it is completely exempted from any responsibility connected or deriving from false or incomplete declarations by the Provider, towards Users or potential third parties.
4.5 Under no circumstances may the Provider request the payment of further amounts to the Crew other than those paid by each member of the Crew at the time of booking, with the exception of the expenses classified as Starter Pack on the Experience Page, the expenses classified as Common Fund, which shall be shared between all members of the Crew, excluding the Skipper, and the expenses classified as Optional Services, which the Traveller may request to the Provider at the time of the Departure start. . Any violation of this obligation by the Provider shall constitute a serious breach of the provisions of the Agreement and shall be sanctioned with a penalty equal to ten times the amounts unduly received.
4.6 In case of sailing Experiences, The Provider will take command of the boat used for the Experience or will delegate this task to a person of his/her trust, assuming the resulting responsibilities, inter alia civil and criminal, towards the Crew and third parties (the "Skipper").
4.7 Before casting off from the dock, the Skipper - being the captain of the boat used for the Experience - commits to inform all Travellers on board about the rules of conduct to be followed on the boat, about the equipment on board, the manoeuvres they may be required to take part into, the position and use of personal and collective safety equipments and procedures to be taken in an emergency.
4.8 The Skipper’s information obligations at the start of each Departure towards the Travellers taking part in it, referred to in paragraph 7 above, are to be considered applicable, in general, to any type of Experience.
5.1 Given the nature of the Experiences published on Sailsquare, the Traveller is required to notify the Provider, prior to booking, of any particular physical condition that may affect his/her safety or that of his/her fellow travellers during the Experience, or any form of motor disability or condition of reduced - whether permanent or temporary - mobility such as, for example, a broken limb, missing limb or muscular dystrophy (the "Particular Condition"). Once the Particular Condition has been communicated, it is up to the Provider to assess whether the Traveller and/or his/her fellow travellers' fruition of the Experience can take place without compromising their safety and that of the Crew, and communicate his/her evaluation to the Traveller. In the event that the Particular Condition occurs after the booking but before the start of the Departure, the Traveller must immediately inform the Provider to allow him/her to evaluate the situation.
5.2 In the event of failure to notify the Provider of the Particular Condition prior to booking, of booking made despite a negative evaluation by the Provider of the possibility of safely participating in the Experience, or in the event that the Particular Condition occurs after booking, the Provider is entitled not to allow the Traveller and/or his/her fellow travellers to take part in the Experience if he/she believes - at his/her own discretion - that the Particular Condition may affect the safe conduct of the Experience. In this case, the Traveller is not entitled to obtain any refund, in whole or in part, of the amount paid.
5.3 Before taking part in the Experience, the Traveller is in any case required to inform the Provider of other special conditions such as, by way of example and not limited to, a pregnancy, the presence of serious allergies or the need to take life-saving drugs, so that the Provider is aware of any condition that requires specific attention, and the Experience can therefore be carried out safely.
6.1 Sailsquare reserves the right to charge Users, in addition to any applicable taxes, for the use of the Platform each time a reservation is confirmed. Sailsquare also reserves the right to change these costs at any time: changes will not affect bookings made before the relevant effective date. Applicable tax means any sales tax, value added tax (VAT), goods and services tax, tourist taxes, taxes, as well as other similar indirect taxes or other deductions and taxes on personal or corporate income that Sailsquare may have to collect and pay to the relevant tax agencies under applicable laws.
6.2 The costs that Sailsquare applies for the use of the Platform (collectively, the "Service Fees") are divided into costs charged to Travellers (the "Traveller Service Fee") and costs charged to Providers (the "Provider Service Fee"), and vary according to the value of the Experience Price. Depending on the laws of the relevant jurisdiction, VAT may be charged on the Service Fees: where applicable, therefore, the Service Fees will include VAT.
7.1 The Provider may, before the Traveller makes the booking, agree with him/her, exclusively through the tools provided by the Platform, a value of the Experience Price different from that published on the Experience Page, valid for booking a certain number of spots or, for sailing experiences only, the whole boat, for a specific Departure (the "Custom Offer Price").
7.2 At checkout, to the value determined by applying, alternatively:
The Share Price or the Early Booking Share Price, multiplied by the number of selected Shares, or
The Whole Boat Price, or
The Custom Offer Price
(the "Gross Booking Amount") Sailsquare shall apply any discounts at its charge (the "Sailsquare Discounts"), such as those resulting from the use of coupons. Afterwards, the Traveller can select, under certain conditions, one or more additional paid services offered by Sailsquare (the "Sailsquare Additional Services"), including:
Extended Refund Terms: the Traveller may extend the circumstances for which he/she is entitled to receive a refund in the event of cancellation of his/her reservation, as further detailed in the Traveller Policy;
Payment in tranches: the Traveller can make a down payment and pay the balance within 30 days from departure.
7.3 In order to finalise the booking of an Experience, the Traveller is required to pay the Gross Booking Amount, in addition to the Traveller Service Fee and the Sailsquare Additional Services cost, minus the Sailsquare Discounts (the "Total Booking Amount").
7.4 In order to manage electronic payments related to Experience bookings, Sailsquare relies on an external service (the "Payment Platform"). Services managed by the Payment Platform are primarily provided by Stripe Inc. ("Stripe") and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By accepting the Agreement or continuing to operate as a User of the Platform, the User agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe over time.
7.5 The payment of the Total Booking Amount must be made by the Traveller through the Payment Platform, in order to guarantee the security of the transaction. The Provider appoints the Payment Platform as his/her own temporary payment collection agent for the sole purpose of receiving the Gross Booking Amount. The Provider acknowledges that the payment made by the Traveller is to be considered as a payment made directly to him/her.
8.1 The terms applicable to the cancellation of a booking by the Traveller or the Provider and the relevant refund policies are described in the Traveller Policy and Provider Policy, which form an integral part of these General Terms and Conditions.
9.1 Without prejudice to the provisions of Articles 6, 7 and 8, the Traveller shall not be entitled to any refund, in whole or in part, of the amount paid for the booking of an Experience in the event that, due to force majeure, bad weather or other factors, the full enjoyment of the Experience or the scheduled program is compromised.
10.1 The Provider, in order to receive the Gross Booking Amount collected on his/her behalf, must provide in advance his/her payment and billing details, and promptly inform Sailsquare of any subsequent changes. The Provider, therefore, undertakes to provide such information at the latest at the time of publication of the first Experience on the Platform. In the event of failure to communicate or late communication of such information, Sailsquare reserves the right to delay, at its sole discretion, the payout of the Gross Booking Amount to the Provider. Moreover, in the event that the payment details provided are incorrect or outdated, Sailsquare reserves the right to charge back to the Provider the additional costs - administrative and bank fees - incurred. Sailsquare assumes no responsibility for the inaccuracy or truthfulness of the payment and billing data provided by the Provider.
10.2 The Gross Booking Amount, net of the Provider Service Fee, will be paid out to the Provider two working days after the start of the Departure to which it refers.
11.1 Sailsquare commits to provide the management service of the Platform in accordance with the Agreement. It is understood that Sailsquare only provides a management Service of the Platform, not being part under any circumstances of the relation forged between Users and Providers. Particularly, Sailsquare does not provide any service related to the booking and/or supply of:
11.2 Sailsquare does not verify the authenticity of the information provided by the Users. Sailsquare will not - under any circumstance - be held responsible for data, information and/or contents entered by the Users, be they accessible to the public or not, for the mendacity of these data, information and/or contents, for mistakes or omissions that they may contain, or for damages - inflicted to Users or third parties - deriving from the use of the data, information and/or contents provided by the Users, shown or transmitted by any User through the Platform.
11.3 SAILSQUARE, IN THE ROLE OF MERE OPERATOR OF THE PLATFORM, DOES NOT ASSUME ANY RESPONSIBILITY REGARDING THE ORGANISATION AND SUCCESS OF THE EXPERIENCES PUBLISHED ON THE PLATFORM. THE PROVIDER, THUS, REMAINS THE ONE AND ONLY RESPONSIBLE IN RELATION TO THE ORGANISATION AND SUCCESS OF THE EXPERIENCES, IN ACCORDANCE WITH ARTICLE 4.
11.4 Any potential withdrawal and cancellation of a Departure or a booking by the User or the Providers cannot be attributed to Sailsquare under any circumstances, as it exclusively regards the relationship between the Traveller and the Provider. Therefore, Sailsquare is exempt from any liability relating to the cancellation of Departures or bookings, with the exception of the Traveller's refund obligations under the Traveller Policy and Provider Policy.
12.1 This Agreement between Sailsquare and the User comes into force when the User creates his/her Account and remains in force until terminated by the User or Sailsquare. .
12.2 The User may terminate the Agreement at any time by deleting his/her Account upon request sent by email to Sailsquare. Upon receipt by the User of the email confirming the cancellation, the User will no longer be allowed access to the Platform.
12.3 Sailsquare may, at its sole discretion, suspend access or temporarily limit the use of the Platform in the event of suspected failure by the User to comply with the Agreement.
12.5 After suspension or deletion of an Account, any associated booking - in the event that the Account is linked to a Traveller - and any published Experience and associated booking - in case the Account is associated to a Provider - could be deleted by Sailsquare at its own incontestable discretion. The Traveller won’t be entitled to any reimbursement and the Provider shall have no entitlement to compensation related to the deleted bookings following the suspension of his/her Account. In case the Account is associated to a Provider, Sailsquare - with regard to Experiences and the related Departures published by the Provider - reserves the possibility to:
12.6 It is understood that the User is responsible for all activities he performed through his/her Account until its actual cancellation.
14.1 These General Conditions, together with the terms and policies that form an integral part thereof, as defined above, constitute the only agreement between the parties and replace any previous or contextual written or oral contract with reference to the same subject matter.
14.2 Sailsquare reserves the right to modify the Agreement at any time, in order to improve the quality of its services.
14.3 In case of modification of the documents forming an integral part of the Agreement, Sailsquare will publish the updated version of the document(s) on the Platform, updating at the same time the "Last Update" date of the document(s) concerned. In case the User does not agree with the amendments, he may immediately terminate the Agreement, in accordance with the provisions of art. 11 above. Should the User fail to terminate before the date on which the amendments become effective, access to or use of the Platform shall constitute acceptance of the Agreement as amended.
15.1 Should a party fail to implement any provision of the Agreement or any right under the Agreement, such failure shall not be deemed a waiver and shall in no way affect the validity of the Agreement. Any waiver or inability of either party to exercise any provision or right under the Agreement shall not preclude or prejudice the ability to exercise such provision or right subsequently.
16.1 If any condition, clause or provision herein contained was considered not valid or ineffective by a competent court, its invalidity will not have an effect on the validity or effectiveness of other clauses, conditions or provisions and the invalid condition, clause or provision will be considered as not included in the Agreement.
17.1 The provisions contained in the Agreement and the conclusion, the interpretation and the validity of the same are governed by Italian law.
17.2 In the event that a User who is a natural person uses the Platform for a purpose that may be considered outside his professional activity, hereinafter also referred to as "Consumer", if the mandatory provisions of the law for the protection of consumers in force in the country where the User resides contain provisions that are more advantageous for the User, these provisions shall apply in any case, regardless of the fact that the User chooses to make use of the laws of his country of residence (the "Mandatory Provisions").
17.3 The Court of Milan (Italy) will have exclusive competence and jurisdiction over disputes arising out of or in connection with the execution of the Agreement.
17.4 Despite the jurisdiction clause referred to above, a Consumer may also submit an appeal for the enforcement of the Mandatory Provisions in a court of the country in which he/she is resident. For Consumers in the European Economic Area, it is also possible to send a complaint through the platform of the European Commission for the online resolution of disputes, which can be consulted at this address: http://ec.europa.eu/odr.
18.1 The use of the Platform is subordinated to the acceptance of the Agreement by the User, and will be considered accepted at the moment of registration to the Platform.
18.2 The acceptance of the Agreement is a full acceptance. The User will not be able to choose to apply only a part of it or express specific reservations on it.
18.3 Pursuant to and for the purposes of Article 1341 and/or 1342 of the Italian Civil Code, the User states expressly that he accepts the following clauses of the General Terms and Conditions:
PUBLICATION OF AN EXPERIENCE
CONFIRMATION OF THE DEPARTURE
PROVIDER DUTIES AND LIABILITIES
TRAVELLER DUTIES AND LIABILITIES
BOOKING AND PAYMENT OF THE EXPERIENCE
CANCELLATIONS AND REFUNDS
PROBLEMS OCCURRED DURING THE EXPERIENCE
PAYOUT OF THE GROSS BOOKING AMOUNT
DURATION AND TERMINATION
CHANGES TO THE AGREEMENT
APPLICABLE LAW AND JURISDICTION
ACCEPTANCE OF THE AGREEMENT
REGISTRATION TO THE PLATFORM
USER GENERATED CONTENT
USER OBLIGATIONS AND PENALTIES
LIMITATION OF LIABILITY OF SAILSQUARE