Last update: November 16, 2020

*** Last update: December 8, 2020 - Covid19 ***

By temporary way of derogation to the art. 7 of the present General Terms and Conditions:

  1. Travellers who cannot take part in an Experience due to regulations issued by the competent Authorities which:
    • prohibit travel inside or outside their country; or
    • deny access to the country of the boarding point of the Experience; or
    • oblige Travellers into a period of quarantine right after their arrival in the country

    may ask for the cancellation of their reservation and will be entitled to a full refund of the amount paid in the event that the aforementioned regulations are persisting at the departure date.
  2. Travellers who make a reservation for an Experience between, December 8, 2020 and February 28, 2021, with a departure date before August 31, 2021, can ask for the cancellation of their reservation. If the cancellation request is made at least 30 days before departure, Travellers will be entitled to a full refund of the amount paid, even if the Experience is already Confirmed.

***

These general terms and conditions (the “General Terms and Conditions”) govern the relationship between Sailsquare S.r.l. (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 organize the Experiences are the "Crew Leaders", while the Users who search and book the Experiences are the "Travellers".

The use of the Platform is also governed by specific conditions for the use of the Platform (the “Platform Terms of Use"), as well as particular recommendations (the "Code of Conduct") and measures for protecting privacy (the "Privacy Policy"), which form an integral part of these General Terms and Conditions (together with these General Terms and Conditions, the "Agreement").


1. REGISTRATION TO THE PLATFORM

  1. After registration to the Platform, in accordance with the provisions laid down in the Platform Terms of Use, Sailsquare grants the User to benefit from the services offered by the Platform, in compliance with the provisions laid down in the Agreement.
  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. PUBLICATION OF AN EXPERIENCE

  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 Crew Leader. The Crew Leader 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. The Crew Leader, in order to propose an Experience, must specify the characteristics of the Experience itself, including but not limited to: departure date, duration, destination, the number of spots available, the itinerary and, for sailing experiences, the characteristics of the boat. The Crew Leader 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 Crew Leader may, at his sole discretion, modify the characteristics of the Experience, even when in progress.
  3. Together with the information stated in the previous article, the Crew Leader must specify, for any published Experience:
    • 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 (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
  4. The Crew Leader is responsible for determining which services are included in the Experience Price. For sailing experiences, the boat, skipper and final cleaning must always be included in the Experience Price.
  5. 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 Travellers rather than to third parties.

3. CONFIRMATION OF THE EXPERIENCE

  1. If the Experience is not already confirmed by the Crew Leader at the moment of publication, it shall be deemed to be confirmed (the "Confirmed Experience") upon the occurrence of one of the following conditions:
    1. the achievement of the Minimum Crew specified by the Crew Leader at the time of publication of the Experience on the Platform;
    2. following confirmation of the Experience by the Crew Leader himself, at any time before departure, regardless of whether the Minimum Crew is reached.
  2. When an Experience that was not previously confirmed becomes Confirmed, all Travellers on board receive a notification email stating the variation.
  3. Once the Experience becomes Confirmed, the Crew Leader 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 Article 7, paragraph 2

4. CREW LEADER DUTIES AND LIABILITIES

  1. 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.
  2. 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.
  3. 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 constitutes a severe infringement of the Agreement and the person irresponsible shall be subject to the penalty provided for in Article 3 of the Platform Terms of Use.
  4. 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.
  5. Under no circumstances may the Crew Leader request the payment of additional amounts to the Crew in addition to the amount paid by each Crew member at the time of booking, with the exception of the extra expenses indicated in the Experience Page, which will be divided among all Crew members, Crew Leader excluded. Any violation of this commitment by the Crew Leader 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.
  6. In case of sailing Experiences, The Crew Leader will take command of the boat assuming the resulting responsibilities, inter alia civil and criminal, towards the Crew and third parties.
  7. Before casting off from the dock, the Crew Leader - 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 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.
  8. The information obligations of the Crew Leader at the time of departure/beginning of any Experience 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. TRAVELLER DUTIES AND LIABILITIES

  1. Given the nature of the Experiences published on Sailsquare, the Traveller is required to notify the Crew Leader, prior to booking, of any particular physical condition that may affect the safety of the Traveller 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 the Crew Leader who must assess whether the use of the Experience by the Traveller can take place without compromising his or her safety and that of the Crew, and communicate his or her assessment to the Traveller. In the event that the Particular Condition occurs after the booking but before the departure of the Experience, the Traveller must immediately inform the Crew Leader to allow him/her to evaluate the situation.
  2. In the event of failure to notify the Crew Leader of the Particular Condition prior to booking, of booking made despite a negative assessment by the Crew Leader of the possibility of safely participating in the Experience, or in the event that the Particular Condition occurs after booking, the Crew Leader is entitled not to allow the Traveller to use the Experience if he/she believes 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.
  3. Before taking part in the Experience, the Traveller is in any case required to inform the Crew Leader 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 Crew Leader is aware of any condition that requires specific attention, and the Experience can therefore be carried out safely.

6. SERVICE COSTS

  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.
  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 Crew Leaders (the "Crew Leader 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. BOOKING AND PAYMENT OF THE EXPERIENCE

  1. The Crew Leader 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 (the "Custom Offer Price").
  2. At checkout, to the value determined by applying, alternatively:
    1. The Share Price or the Early Booking Share Price, multiplied by the number of selected spots, or
    2. The Whole Boat Price, or
    3. The Custom Offer Price
    (the “Gross Booking Price”) Sailsquare shall apply any discounts at its charge (the "Sailsquare Discounts"), such as those resulting from the reward program or the use of coupons. Afterwards, the Traveller can select, under certain conditions, one or more additional services offered by Sailsquare (the "Sailsquare Additional Services"), including:
    1. Payment in tranches: in case of a booking made more than 45 days before the Experience departure and having a total amount not less than 500 euros, the Traveller can make a down payment of 30% of the Gross Booking Price and pay the balance within 30 days from departure. For this type of payment scheme the Traveller is required to pay a handling fee of 25 euros.
  3. In order to finalise the booking of an Experience, the Traveller is required to pay the Gross Booking Price, in addition to the Traveller Service Fee and the Sailsquare Additional Services cost, minus the Sailsquare Discounts (the "Total Booking Amount").
  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.
  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 Crew Leader appoints the Payment Platform as his/her own temporary payment collection agent for the sole purpose of receiving the Gross Booking Price. The Crew Leader acknowledges that the payment made by the Traveller is to be considered as a payment made directly to him/her.

8. CANCELLATION OF THE BOOKING BY THE TRAVELLER

  1. Until the Experience is Confirmed, the Traveller has the right to cancel his/her booking and get a full refund of the amount paid, excluding the cost of the Sailsquare Additional Services.
  2. Once the Experience is Confirmed, the Traveller can still cancel his/her booking, but he/she has no right to obtain any partial or total refund of the amount paid. It is understood that in case the Crew Leader confirms the Experience before the achievement of the Minimum Crew, the Traveller has the right to cancel his/her booking within 48 (forty-eight) hours after receiving the Experience confirmation email referred to in Article 3.2 and get a full refund of the amount paid, excluding the cost of the Sailsquare Additional Services.

9. CANCELLATION OF THE BOOKING BY THE CREW LEADER

  1. The Crew Leader who receives a booking from a Traveller may refuse the booking within 24 (twenty-four) hours. After this time, the reservation is considered accepted and can no longer be cancelled by the Crew Leader, subject to the provisions of the following paragraph.
  2. The Crew Leader has always the right to refuse the booking, even after 24 (twenty-four) hours from the booking, in the event that the Traveller has filled in his/her profile by entering incorrect or untrue data concerning, by way of example only, age, gender and his/her level of preparation in the activity related to the Experience.
  3. The Crew Leader can cancel at any time an Experience which is not Confirmed.
  4. The Crew Leader can cancel a Confirmed Experience only for serious and detailed reasons, giving prompt notice to Travellers and Sailsquare. In this case, Sailsquare reserves the right to charge the Crew Leader with the Crew Leader Service Fee. It is understood that the Crew Leader shall retain complete responsibility for potential damages suffered by the Crew 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 the Crew and/or third parties.
  5. In all cases of cancellation of a booking by the Crew Leader, also as a consequence of the cancellation of an Experience, the Traveller is entitled to a full refund of the amount paid for the booking of the Experience.

10. PROBLEMS OCCURRED DURING THE EXPERIENCE

  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.

11. PAYOUT OF THE GROSS BOOKING AMOUNT

  1. The Crew Leader, 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 Crew Leader, 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 Crew Leader. Moreover, in the event that the payment details provided are incorrect or outdated, Sailsquare reserves the right to charge back to the Crew Leader 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 Crew Leader.
  2. The Gross Booking Amount, net of the Crew Leader Service Fee, will be paid out to the Crew Leader two working days after the departure of the Experience to which it refers.

12. OBLIGATIONS AND LIABILITIES OF SAILSQUARE

  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 Crew Leaders. Particularly, Sailsquare does not provide any service related to the booking and/or supply of:
    1. cruises by ship or yacht, including any ancillary services provided by skippers and hostesses;
    2. ships or pleasure crafts;
    3. tourist packages, hotel accommodations, transport and/or catering services.
  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.
  3. 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 4.
  4. Any potential withdrawal and cancellation of an Experience or a booking by the User or the Crew Leaders cannot be attributed to Sailsquare under any circumstances, as it exclusively regards the relationship between the Traveller and the Crew Leader. Therefore, Sailsquare is absolved of any responsibility related to the cancellation of Experiences or bookings, except for the obligations to reimburse the Traveller pursuant to Articles 7 and 8.

13. DURATION AND TERMINATION

  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.
  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.
  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.
  4. In case of infringement by the User of the provisions of the Agreement, 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, without prejudice to the request of the penalty referred to in art. 3 of the Platform Terms of Use, as compensation for damages.
  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 Crew Leader - could be deleted by Sailsquare at its own incontestable discretion. The Traveller 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 his/her Account. In case the Account is associated to a Crew Leader, Sailsquare - with regard to Experiences published by the Crew Leader - reserves the possibility to:
    • Communicate to Crews that their bookings are cancelled;
    • Give the Crews a full reimbursement regardless of terms of cancellation;
    • Contact the Crews and inform them on alternative Experiences available.
  6. It is understood that the User is responsible for all activities he performed through his/her Account until its actual cancellation.

14. PRIVACY AND PERSONAL DATA

  1. Personal data regarding Users are processed in accordance with the provisions of Reg. CE 27.04.2016, N. 2016/679/UE, as specified in the Privacy Policy.

15. CHANGES TO THE AGREEMENT

  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.
  2. Sailsquare reserves the right to modify the Agreement at any time, in order to improve the quality of its services.
  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.

16. WAIVERS

  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.

17. SEVERABILITY

  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.

18. APPLICABLE LAW AND JURISDICTION

  1. The provisions contained in the Agreement and the conclusion, the interpretation and the validity of the same are governed by Italian law.
  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").
  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.
  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.

19. ACCEPTANCE OF THE AGREEMENT

  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.
  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.
  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:

    2. PUBLICATION OF AN EXPERIENCE
    3. CONFIRMATION OF THE EXPERIENCE
    4. CREW LEADER DUTIES AND LIABILITIES
    5. TRAVELLER DUTIES AND LIABILITIES
    6. SERVICE COSTS
    7. BOOKING AND PAYMENT OF THE EXPERIENCE
    8. CANCELLATION OF THE BOOKING BY THE TRAVELLER
    9. CANCELLATION OF THE BOOKING BY THE CREW LEADER
    10. PROBLEMS OCCURRED DURING THE EXPERIENCE
    11. PAYOUT OF THE GROSS BOOKING AMOUNT
    13. DURATION AND TERMINATION
    15. CHANGES TO THE AGREEMENT
    16. WAIVERS<
    18. APPLICABLE LAW AND JURISDICTION
    19. ACCEPTANCE OF THE AGREEMENT

    and the following clauses of the Platform Terms of Use:

    1. REGISTRATION TO THE PLATFORM
    2. USER GENERATED CONTENT
    3. USER OBLIGATIONS AND PENALTIES
    4. USER LIABILITY
    5. LIMITATION OF LIABILITY OF SAILSQUARE
    6. INTELLECTUAL PROPERTY