General Terms and Conditions
Last updated: November 16, 2016
These general terms and conditions (hereinafter called “General Conditions”) govern the relationship between:
Sailsquare S.r.l. (hereinafter referred to as “Sailsquare”), VAT code and tax code: 07860990964, the registered office of which is located at via Grande 164, Livorno (Italy), in the person of its legal representative pro tempore
users registered to the website www.sailsquare.com (hereinafter called the "Website") who identified themselves at the moment of creation of their account on the Website (hereinafter, either individually or jointly, called “Users” or the “User”)
- Sailsquare has as its object the development, the management, the promotion and the commercialization of information systems, online and e-commerce services for tourism and yachting sectors, developed for one’s own and/or for a third party, and of services related to hosting, connectivity, training and maintenance;
- The mission of Sailsquare is to create a virtual meeting space for sea lovers who want to share their sailing experiences;
- therefore, Sailsquare is neither a travel agency, nor a tour operator, nor performs any shipbroking activity;
- in order to allow the meeting between Users, Sailsquare manages an internet platform (hereinafter referred to as the “Platform”) accessible at www.sailsquare.com;
- once the User has completed the registration, he has access to a community of sea lovers and he can contact other Users to arrange and share sailing experiences with them;
- these Conditions governing the use of the Website constitute the contractual agreement for the use of the Platform between the User and Sailsquare;
In view of the above, the parties hereto stipulated and agreed as follows:
Acceptable Use Policy: terms and conditions that regulate the access and the use of the Website.
Code of conduc: rules of behaviour required to Crew Leaders when leading the Experiences listed on the Website and when interacting with other Users.
Service: this definition covers all the tools offered by the Website.
User: any User of the Website identified with the details he provided during the creation of his/her account.
Crew Leader: the User empowered to post Experiences on the Platform being in possession of all qualifications, authorizations and permissions to pilot his/her own boat, a boat rented by professional operators (charter companies), or a boat available for any proper title bestowed.
Crew: Users who join a specific Experience posted by the Crew Leader.
Minimum Crew: the minimum number of people that must take part in the Experience so that the Experience can be confirmed. This number is specified by the Crew Leader when posting the Experience on the Platform.
Experience: the single sailing Experience posted on the Platform by the Crew Leader. The features of the single Experiences are decided by the Crew Leader in accordance with Article 2.2.
Payment Platform: the external service used by Sailsquare to manage electronic payments related to the bookings of the Experiences.
Fee: the price owed by every User when taking part into an Experience listed on the Platform. The Crew Leader is responsible for establishing each single participation Fee and he decides, at his/her own unquestionable discretion, which services are included in this Fee.
Sum Owed by the User: the cost charged to every User by Sailsquare for using the Platform. The Sum Owed by the User is indicated in the booking summary page and it is charged together with the Fee during the booking phase of the Experience. Where applicable, (i.e. VAT in EU), the Sum Owed by the User is always intended as Sum before tax.
Sum Owed by the Crew Leader: the cost Sailsquare charges to every Crew Leader for using the Platform. The Sum Owed by the Crew Leader is generally equivalent to 15% of the total price of each Experience. Where applicable, (i.e. VAT in EU) the Sum Owed by the Crew Leader must be always intended as Sum before tax.
Compensation for Services: the total amount made up of the Sum Owed by the User and the Sum Owed by the Crew Leader.
Total Price: the sum of the single Fees paid by the Crew, excluding Sums Owed by Users.
Tax: any sales tax, the Value-Added Tax (VAT), tax on goods and services, tourist taxes, charges, as well as similar indirect taxes or charges on personal or company incomes that Sailsquare may have to gather and deposit to revenue agencies in accordance with applicable laws.
1. REGISTRATION TO THE PLATFORM
- After registration to the Platform, in accordance with the provisions laid down in the Acceptable Use Policy, Sailsquare grants the User to benefit from the Services offered by the Platform, in compliance with the provisions laid down in the General Conditions as well as in the Acceptable Use Policy.
- The User 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 and Crew Leaders. 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. PUBLICATION OF EXPERIENCES
- After filling in the application form and after having being approved, each User can post his/her Experiences on the Platform and propose them to other Users in order to share the related costs, thus assuming the qualification of Crew Leader.
- The Crew Leader, in order to propose an Experience, must specify its features, including but not limited to: departure date, duration, destination, value of the participation Fee and any possible discounts, itinerary, characteristics of the ideal participants and type of boat. The Crew Leader has the duty to promptly inform all Users who join an Experience on any variation, in order to guarantee a conscious choice to the Crew. It is understood that the Crew Leader could modify - also during the Experience itself - the features of the Experience he previously set - in the event of force majeure accidents, including but not limited to: weather conditions or decisions taken by marine authorities of competence.
- Together with the information stated in the previous article, the Crew Leader must specify in any published Experience the Minimum Crew and the Fee required to every User to join the Experience.
- The Crew Leader also commits to promptly update the number of places available for any published Experience, in order to guarantee their actual availability and, in any case, to give priority to Users rather than to third parties.
3. RESPONSIBILITIES OF THE CREW LEADER
- The Crew Leader retains complete responsibility for the organization of the Experience, that must be carried out in full compliance with the features of the Experience he communicated to the Users, without prejudice to Article 2.2. Sailsquare does not assume any responsibility with regard to the organization and the success of the Experience.
- The Crew Leader retains complete responsibility 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 Crew Leader 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 Crew Leader’s non-compliance with the obligations deriving from that contract.
- The Crew Leader won’t be allowed under any circumstances to suggest or divert Users to benefit from other services other than those made available through the Platform - thus eluding the payment system stated in Article 7 below - or receiving payments with different methods other than those made available by the Platform. The violation of this commitment by the Crew Leader is a severe infringement of General Conditions and the person in charge will be subjected to the penalty specified in Article 10.3.
- The Crew Leader declares and guarantees to be in possession of all the licenses, 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. Sailsquare doesn’t guarantee the accuracy of the information provided by the Crew Leader and it is completely exempted from any responsibility connected or deriving from false or incomplete declarations by the Crew Leader, towards Users or potential third parties.
- The Crew Leader cannot require under any circumstance extra amounts to the Crew in addition to the Fee deposited by each member of the Crew in accordance with Article 4, except for extra expenses specified in the description of the Experience and that will be divided among all members of the Crew, excluding the Crew Leader. The violation of this rule is a severe violation of General Conditions; it will be sanctioned and a penalty shall be imposed amounting to ten times the sums received unlawfully.
- The Crew Leader will take command of the boat assuming the resulting responsibilities, inter alia civil and criminal, towards the Crew and third parties.
- Before casting off from the dock, the Crew Leader - being the captain of the boat used for the Experience - commits to inform all Users on board about the rules of conduct to be followed on the boat, about the equipment on board, the maneuvers 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. BOOKING AND PAYMENT OF THE EXPERIENCE
- When booking the Experience, the User will be required to pay the Fee indicated by the Crew Leader, pursuant to Article 2.3, as well as the Sum Owed by the User, subtracting any applicable discounts.
- The Total Price, excluding the Sum Owed by the Crew Leader, will be transferred by the Payment Platform to the Crew Leader after two working days from the departure of the Experience.
- From the Fee deposited by the User - pursuant to the first paragraph - Sailsquare might deduct any discounts deriving either from the reward program or the use of a coupon.
- The Crew Leader in turn might apply discounts for Users on the Fee pursuant to Article 2.3. It is understood that the Sum Owed by the Crew Leader will be calculated on the value of the Fee effectively paid by the User, therefore excluding any discounts.
- The Crew Leader receiving a booking from a User may reject it within 24 (twenty-four) hours. After this period, the booking shall be deemed to be accepted and it should no longer be deleted by the Crew Leader, except as provided for in the sixth paragraph.
- The Crew Leader has always the right to reject a booking, even after 24 (twenty-four) hours, in the event that the User has completed his/her profile inserting incorrect or untrue information regarding e.g. age, gender and nautical experience. It is understood that, in this case, the User will be entitled to a full reimbursement of the deposited Fee and the Sum Owed by the User.
- In accordance to these General Conditions, the Crew Leader designates the Payment Platform as its own temporary payments collection agent for the sole purpose of receiving the Total Price of the Experience, excluding the Sum Owed by the Crew Leader.
- The Crew Leader shall accept that the payment made by the User through the Payment Platform is considered in the same way as a payment granted directly to the Crew Leader himself.
5. CONFIRMATION OF THE EXPERIENCE
- If the Experience is not already confirmed by the Crew Leader at the moment of its publication, it will be considered confirmed as soon as it achieves the Minimum Crew that the Crew Leader has established when posting the Experience, pursuant to Article 2.3. It is in any case intended that the Crew Leader can confirm the Experience at any time before departure, regardless of the achievement of the Minimum Crew.
- When an Experience that previously was not confirmed acquires the confirmed status, all Users on board will receive a notification email stating the variation.
- Once the Experience has acquired the confirmed status, the Crew Leader won’t be able to delete the Experience and he commits to perform it in accordance with Article 2.2, without prejudice to the provisions of Article 4.6 and Article 7.2.
6. CANCELLATION OF THE BOOKING BY THE USER
- Until the Experience does not acquire the confirmed status pursuant to Article 5.1, the User has the right to cancel his/her booking and obtain a total reimbursement of the deposited Fee as well as the Sum Owed by the User.
- Once the Experience is confirmed, the User could still cancel his/her booking, but he/she will have no right to obtain any partial or total refund of the deposited Fee and the Sum Owed by the User. It is understood that in the event the Crew Leader confirmed the Experience before the achievement of the Minimum crew, the User will have the right to cancel his/her booking within 48 (forty-eight) hours after receiving the confirmation email referred to in Article 5.2 and obtain a total reimbursement of the deposited Fee and the Sum Owed by the User.
- The User who wants to cancel the booking of a confirmed Experience has the possibility to find a substitute, transmitting relevant information about the proposed substitute to the Crew Leader. If the Crew Leader accepts the substitute User as member of the Crew, the Fee and the Sum Owed by the User deposited by the previous User will be considered as deposited by the substitute. It is understood that the substitute User should be registered to the Platform in accordance with Article 1 of these General Conditions. It is therefore excluded that a User who has canceled his/her participation to an Experience could be substituted by a subject who is not registered to the Platform.
- If a User cancels his/her booking of a confirmed Experience and he/she is not able to find a substitute User pursuant to the third paragraph, the deposited Fee and the Sum Owed by the User will be withheld in accordance with Article 4. In this case, the Crew Leader commits to maintain the Experience confirmed, and he/she could assign the vacant post onboard to another User.
7. CANCELLATION OF THE EXPERIENCE BY THE CREW LEADER
- The Crew Leader could cancel an unconfirmed experience at any time. In this case the Users will be entitled to a total reimbursement of the already deposited Fee and the Sum Owed by the User. Users will be entitled to a total reimbursement of the paid Fee and the Sum Owed by the User even in the event of cancellation of the Experience due to a failure to achieve the Minimum Crew.
- The Crew Leader could cancel a confirmed Experience by giving prompt notice to Users. In this case, the amount already paid - along with the Sum Owed by the User - will be reimbursed. Nevertheless, Sailsquare reserves the right to charge the Crew Leader with the Sum Owed by the Crew Leader. It is understood that the Crew Leader shall retain complete responsibility for potential damages suffered by Users following the cancellation of the Experience. In relation to this possible event, the Crew Leader commits to take his/her responsibilities and keep Sailsquare free from any claim by Users and/or third parties.
8. REIMBURSEMENT OF FEE
- Without prejudice to Articles 4.6, 6 and 7, the User will have no right to any partial or total reimbursement of the deposited Fee and of the Sum Owed by the User in the event that the full enjoyment of the boat or the planned schedule is compromised by reasons of force majeure, bad weather or other factors.
9. DUTIES AND RESPONSIBILITIES OF SAILSQUARE
- Sailsquare commits to provide a management Service of the Platform in accordance with these General Conditions. 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 Crew Leaders. Particularly, Sailsquare does not provide any service traceable to: (i) booking and provision of holiday packages on a ship or pleasure craft, including any ancillary services provided by skippers and hostesses; (ii) booking or rental of ships or pleasure crafts; (iii) booking of hotel accommodations, transport and/or catering services.
- 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 a User, Crew Leader, owner and/or broker of boats that you can find on the Platform, be they accessible to the public or not, for the mendacity of these data, information 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 contents provided by the User, Crew Leader, owner and/or broker of boats in the Website database, shown or transmitted by any User through the Website.
- Sailsquare, in the role of mere operator of the Platform, does not assume any responsibility regarding the organization and success of the Experiences published on the Platform. The Crew Leader thus remains the one and only responsible in relation to the organization and success of the Experiences, in accordance with Article 3.1.
- Any potential withdrawal and cancellation of the Experiences by Users or Crew Leaders cannot be attributed to Sailsquare under any circumstances, as they exclusively regard the relationship between Users and Crew Leaders. Therefore, Sailsquare is absolved of any responsibility related to the cancellation of the Experiences, except for the duty to reimburse the User with the deposited Fee and the Sum Owed by the User in case of cancellation of the Experience by the Crew Leader, pursuant to Article 7.2. It is understood that the aforementioned obligation of reimbursement is limited to the amount deposited by the User at the moment of the booking of the Experience.
10 CUSTOMER DIVERSION AND ADVERTISEMENT
- Users and Crew Leaders cannot - under any circumstances - participate or organize an Experience bypassing the booking and payment system governed by these General Conditions.
- Users and Crew Leaders cannot - under any circumstances - broadcast advertising messages in their own names or on behalf of third parties through the Platform.
- In case of infringement of the provisions of the first and the second paragraph, the infringer will be required to pay a penalty amounting to € 10.000,00 (ten thousand/00) for each infringement.
11. DURATION AND TERMINATION
- These General Conditions are agreed for an indefinite period, with effect from their acceptance by the User.
- Sailsquare can suspend - at its own incontestable discretion - the access to the Website and to the Service to a User in case of suspected non-compliance with these General Conditions or with the Acceptable Use Policy.
- In case of infringement of the provisions referred to in Articles 3, 4, 5, 6, 7 and 10 by Users, Sailsquare reserves the right to terminate the contract pursuant to Article 1456 of the Italian Civil Code, limiting the use, suspending or deleting the account of the User responsible of non-compliance, subject to the request made in Article 10.3, in Compensation for the damage. After suspension or deletion of an account, any associated booking - in the event that an account is linked to a User - and any published Experience and associated booking - in case an account is associated to a Crew Leader - could be deleted by Sailsquare at is own incontestable discretion. The User won’t be entitled to any reimbursement and the Crew Leader shall have no entitlement to Compensation related to the deleted bookings following the suspension of the account. In case the account is associated to a Crew Leader, Sailsquare - with regard to holidays published by the Crew Leader - reserves the possibility to:
- Communicate to Users that their booking is cancelled;
- Give the User a full reimbursement regardless of terms of cancellation;
- Contact the Users and inform them on alternative offers available.
12. PRIVACY AND PERSONAL DATA
13. CONTRACT CHANGES
- Sailsquare reserves the right to modify the General Conditions at any time, in order to improve the quality of its Services. Modifications will be introduced to Users at their first access to the Platform following their publication and must be duly accepted by them.
- The modifications won’t be applied to bookings preceding the date of application of the new contractual conditions.
- If a party does not implement any provision contained in these General Conditions or any right provided by them, this omission won’t be considered a withdrawal and it won’t affect their validity in any way. Any withdrawal or impossibility by one of the parties to exercise a right contained in these General Conditions will not preclude and prejudice the possibility to subsequently exercise that right.
- 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 these General Conditions.
16. APPLICABLE LAW AND JURISDICTION
- These General Conditions, as well as their conclusion, interpretation and validity are governed by the Italian Law. The Milan Court will have the jurisdiction and exclusive territorial competence on litigations related to or deriving from the enforcement of these General Conditions.
17. ACCEPTANCE OF THE GENERAL CONDITIONS
- The acceptance of these General Conditions is a full acceptance. The User will not be able to choose to apply only one part of them or express specific reservations on them.
- 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: 1.2, 3, 4 7.2, 8, 9, 10, 11, 13 and 17.