General Terms and Conditions
Skipper.Ninja powered by SeaMasters OG
Scope
These General Terms and Conditions (hereinafter "GTC") apply to business relations of SeaMasters OG, Koloniestraße 65, 1210 Vienna, Austria (hereinafter "SeaMasters") with its clients. Our GTC apply exclusively. Client´s terms, which may be contrary to or deviate from our GTC, will not be recognized. Terms and Conditions stipulated by the Client, similarly any notes which the Client may append to our GTC will not be binding, even if we do not expressly reject them.
Any agreement divergent from our GTC will only be applicable if done in written form and if signed by our board members. Such agreements may precede or amend the following GTC.
SeaMasters essentially provides services to their contracting parties (in the following “Clients”) via the web based platform "Skipper.Ninja" (hereinafter the “Platform”). Through the Platform, SeaMasters provides its Clients with "Modules" which on one hand offer Skippers a platform to promote themselves for skippering jobs and on the other hand provides Fleet Operators, Travel Agencies and other Parties a Skipper database as well as an integrated powerful search engine. Furthermore, the platform is designed to offer Clients a communication module to finally support and enable the appointment of a Skipper to a skippering job.
SeaMasters reserves the right to change these GTC at any time providing a 30-day notice via e-mail before they come into force. Clients may object changes of the GTC during the period of notice. If Client objected changes to the GTC, the current accepted version stays in force until the actual service contract term runs out. In case of a renewal or extension of the service contract the then current version of SeaMasters’ GTC will be applicable.
Basic Definitions
Platform: the online platform of SeaMaster found under www.skipper.ninja.
Clients: Any legal or natural person contracting with SeaMaster in order to utilize the platform as well as such persons utilizing the platform without specific agreement.
Skipper: any person offering its manpower on the platform to perform skippering jobs.
User: Any legal or natural person – typically Fleet Operators and Agencies using SeaMasters´ Skipper.Ninja Database and/or search engine in order to find and hire Skippers for pending skippering jobs.
Skipper.Ninja Rating: A calculated rating expressing Client´s past performance and liability.
Services, Subscriptions and Prices
SeaMasters offers its clients different services via the platform which may be ordered on www.skipper.ninja on the basis of different packages, subscriptions and service levels.
SeaMasters Provisions
During the fee-based contractual relationship SeaMasters shall provide the following services.
- Provision of the online based platform aka Skipper.Ninja
- Availability and
functionality of Platform´s Modules according to the contract/subscription. SeaMaster
guarantees an online availability of 95 %.
- Troubleshooting for Online Modules and reaction times according to the
agreement. If no detailed service agreement was concluded SeaMasters will
process complaints according to the principle first come – first serve, while
each complaint will get an own ticket. Only in case of major defects which
touch the basic elements of the platform, tickets may be prioritized. SeaMasters´
hours of support service is limited to
Monday - Thursday: 10:00 – 16:00
Friday: 10:00 – 13:30
Support for major defects may be performed without restrictions.
The general reaction time of SeaMaster is 24 hours.
SeaMasters´ troubleshooting is limited to defects in the sphere of the platform but not to failures on User´s end such as outdated or malfunctioning equipment or software.
Troubleshooting. Tickets will be finalized with a short report to the client indicating the solution of the failure. - Trial periods or trial packages may be offered to exclusive Clients to
get a first impression of the Platform. During such trial periods SeaMasters
offers the same service level like for the paid version of the specific
service.
- A Verification Process is performed for each Skipper applying for registration with the Platform. This process will be performed by our maritime specialists. Skippers will only be introduced to the Platform after a successful checkup.
Clients Obligations
As every good relationship is founded on the basis of “giving and taking” Clients also shall comply to their contractual obligations which differ between Skippers on the one side and Fleet Operators, Agencies and other Parties on the other side. The following obligations are only applicable for the given Client.
Skipper´s Obligations
The platform offers Skippers a jumppad to promote themselves to possible contractees such as Fleet Operators, Travel Agencies and other Parties in the yachting and maritime shipping industry by introducing them to the Skipper.Ninja Database. The correctness and accuracy as well as the actuality Skipper´s profile is of highest importance for all involved parties.
Therefore, Skippers shall use only 100% true information not only for the registration process but also for any update of their profiles.
Skippers only shall upload copies of original certificates, policies and endorsements.
During the Verification Process Skippers shall be available for requests from SeaMasters regarding their uploaded information and contribute to a successful registration.
Skippers shall hold their profile up to date. This refers particularly to their availability in terms of time and place.
Skippers are asked to reply to any request or e-mail within 24 hours in general. If a request for an assignment is not answered within 24 hours the request may be withdrawn by the requester without further notice.
The availability for Last Minute Assignments (“LMA”) - these are such assignments which have their check-in date within the next 72 hours - may be activated by Skippers. If this option is activated in the profile, Skipper shall respond to requests within 30 minutes at maximum. If such an LMA request is not answered within this term the request may be withdrawn by the requester without further notice. In addition, SeaMasters is entitled to deactivate this option in Skipper´s profile to prevent loss of time and further dissatisfaction of other Clients.
Once a request for an assignment is accepted, Skipper overtakes any and all responsibility and liability connected to the hiring process as well as for the performance of the job according to the conditions agreed with the User.
Skippers may under certain circumstances decline already accepted assignments within “TIMEFRAME” but must acknowledge that this may result in liability claims from the requester and may also drop their Skipper.Ninja Rating.
For the Verification Process as well as for the permanent listing in the Skipper.Ninja Database registration fees are applicable and payable to our account. The current fee structure can be found under skipper.ninja/how-it-works
User´s Obligations
The platform offers Fleet Operators, Agencies and other Parties (hereinafter “Users”) the possibility to search for Skippers for pending skippering jobs. With the database of Skipper.Ninja and its powerful search engine Users will find the Skipper which fits best for their needs.
Users shall inform themselves about and observe the essential functional features of the Modules and its technical requirements (e.g. with regard to browser, client hardware and network connection), which will be defined by SeaMasters. In addition, SeaMasters will inform Users in a timely manner of major changes of the technical requirements. In this connection we kindly ask you to update us about experienced incompatibilities or occurring problems while fulfilling the technical requirements.
The Modules of the Platform must only be used for the purpose agreed in the contract, what is basically the assignment of Skippers to pending skippering jobs. Any abuse of the Modules for other purposes may lead to termination of the agreement and breaching Users may be banned from the Platform.
Users must appoint at least one natural person with name, e-mail and telephone number for contacting purposes. If the User is not a natural person, the disclosure of company´s tax identification number as well as its corporate registration number are mandatory.
The usage of the Platform is limited to the User itself or to members of the registered legal entity. Logins may not be shared with other persons outside the direct sphere of the registered User.
Users are obliged to keep their company information and contact details up to date at all times and to report any changes to SeaMasters without any delay.
Users have the obligation to inform afflicted persons of these GTC to prevent any abuse of the Platform. In case of discovered infringements of these GTC, Users will inform SeaMasters immediately and assist within their possibilities to stop the abuse.
Users recognize that once a request was accepted by a skipper both parties enter into a binding contractual relationship and Users have to overtake all liabilities against the assigned Skipper for any missing needed information to make it possible for the Skipper to fulfill his obligations.
Users may under certain circumstances withdraw already accepted assignments but must acknowledge that this may result in liability claims from the Skipper and may also drop their Skipper.Ninja Rating.
For the subscription with the Platform and the usage of SeaMasters´ Modules subscription fees are applicable and payable to SeaMasters´ account. The current fee structure can be found under https://skipper.ninja/how-it-works
User expressly authorizes SeaMasters to use his Logo and or Name for merchandising and reference purposes. This authorization is limited to the usage on www.skipper.ninja, in brochures and newsletters of SeaMasters. SeaMasters may take the Logo from Client´s public appearance e.g. Homepage and guarantees to use such Logo or Name in a trustful manner.
Terms of Payment
Our listed prices are understood in Euro, plus the statutory value-added tax applicable at the time the subscription is purchased.
All fees are payable to our account or via Credit Card (MasterCard, VISA, AMEX, Diners), PayPal, Apple Pay and are ultimately due within 15 days after the purchase of the service. SeaMasters reserves the right to only activate accounts once payment was received and to deactivate accounts if payment is overdue. SeaMasters will restore access as soon as the Client has settled the arrears in full.
In case of any payment default SeaMasters is, in addition to the owed fees, entitled to claim all fees spent for encashment as well as to a default interest at a rate of 12 % per anno.
Copyright and rights of use
With their subscription Clients receive a non-sub licensable, non-transferable, at any time revocable, timely limited right to use the platform according to the contract and these GTC.
SeaMasters reserves all rights, title and interest in and to all intellectual property, whether or not patentable, copyrightable or protectable in trademark, and any trademarks or copyrights thereon. The Client does not receive any further rights or interests in software, Modules or intellectual property of SeaMasters.
The duplication or reverse engineering of the platform´s source code, the usage of SeaMasters’ logo, graphics, images or only parts thereof, no matter if registered or not, is strictly prohibited.
It is strictly forbidden to use the platform or the platform modules for any unlawful, illegal or offensive purpose.
SeaMasters´ IP
SeaMasters guarantees that the software and Modules used on the platform are not infringing any third party rights. In case of any third party claims against Client due to the usage of the platform, client will notify SeaMasters in writing and hand over the defense and settlement of such claim to SeaMasters. The client shall support SeaMasters to a reasonable extent free of charge and provide SeaMasters with all present information.
If the platform may not be used by client in the contracted way due to competing third party rights, SeaMasters is only obliged to modify its platform or to settle infringement issues as long this is economically reasonable. The assessment if a settlement is economically reasonable has to be based on SeaMasters’ profitability in the infringing region. Such decision is made by SeaMasters at its own discretion. If the settlement of an infringement claim does not seem reasonable, SeaMasters is entitled to terminate the contract with the client but will refund client the aliquot part of its fees for the outstanding contract term.
The client is excluded from any assistance as well as from the defense by SeaMasters if an infringement claim is the result of abuse or modification of the platform or its Modules.
Platform defects and Classification
Due to unexpected circumstances the platform or platform´s Modules are not available or not functional. Such defects will be classified in the following way:
Class 1 defects are such defects that prevent client from the usage of the very basic functions of the Platform. This especially includes the Platform´s search engine and communication gateway as well as the input of availability information for Skippers.
Class 2 defects are such defects that come with significant restrictions in the use of basic functions of the Platform and are connected to a reasonable loss of time or loss of quality (e.g. incorrect search results; messaging errors or submitting delays).
Class 3 defects are all other defects not falling under the above mentioned which are of minor importance for the basic use of the Platform.
Client has the obligation to inform SeaMasters of experienced defects out of the classes 1 and 2 in writing without further delay, describing them specifically and in sufficient detail. SeaMasters has the obligation to clear such defects with priority and to inform Client about successful troubleshooting. The Client shall assist SeaMasters during the analyses and clearing of the defects to a reasonable extent free of charge.
If the defect is of constant nature Client may terminate the agreement/subscription according to section “Term and Termination” and will then be entitled to the specified refund. If the defect is of secondary nature SeaMasters may offer to Client a compensation in the form of a free of charge extension of the agreement/subscription or in the form of special discounts for the suffered inconveniences following downtimes and performance defects.
If the defect is due to the use of not appropriate software by Client, SeaMasters is not obliged to troubleshoot. Rather SeaMaster may seek for compensation from Clients for expenses suffered due to such unjustified notices of defects.
Limitation of Liability
SeaMasters expresses that it solely provides a platform to support the hiring process for Skippers. SeaMasters will never be a party of any sort regarding agreements between its clients. SeaMasters does not overtake any responsibility for breach of contract or any other default which may occur during or after the hiring process between Skippers and Users; no matter in what way SeaMasters services where used. SeaMasters excludes every liability for information provided by clients on the platform that was not part of the initial approvement process during registration.
For all other claims SeaMaster, especially such regarding the basic content, IP, and functionality of the Platform, SeaMasters cannot be held liable for any incidental, special, exemplary or consequential damages, including lost profits, loss of data or loss of goodwill, service interruption, computer damage or system failure or the cost of substitute assignments or services, nor for any damages for personal injury or emotional distress arising out of or in connection with the platform or any Content thereof, nor for personal harm due to any communications or interactions or meetings between Clients no matter if in person or via SeaMasters Modules.
Beside this, SeaMasters can only be held liable for damages outside the scope of the Product Liability Law in cases where criminal or gross negligence can be proven within the context of the legal regulations. In cases the client is using the platform free of charge any liability is excluded as far as existing law does not stipulate the contrary.
These limitations of liability and damages are of basic character within the relationship between SeaMasters and its Clients. If applicable law does not allow single or all limitations of liability set out in these Terms, the not allowed limitations may not apply to client.
Discretion and protection of information
The Services of SeaMasters are built on the basis of Trust, Discretion and Security.
SeaMasters will not share any of Client´s information, correspondence or data that was uploaded and is not part of Client´s public appearance or Client´s profile if not desired by Client. Clients shall handle any received personal or sensitive information of the other party that comes to their knowledge in the course of the use of the Platform as confidential and shall not disclose such information to third parties.
To be able to maintain a functioning and trustful Platform Clients grant SeaMasters the permission to read along information (e.g. mails) sent between Clients and to block such information from forwarding to the counterpart if the content seems to be offensive or even illegal. In such cases SeaMasters will notify the Client of such blockage.
Please mind that due to secrecy reasons SeaMasters will block or disguise contact details sent via the Platform.
Review System and Complaints
To create a high service standard as well as transparency SeaMasters introduced a feedback System on the Platform. In the course of use of this Feedback System Clients are requested to upload only truthful reviews using non offensive language and rate their partners in a fair way.
SeaMasters reserves the right to censor its Review System to prevent its Clients from bad or offensive language and or unfair treatment. In this regard Clients may contact SeaMasters and inform about such cases via info@skipper.ninja.
Term and Termination
By either signing a written agreement with SeaMasters or finalizing the online registration process, Clients enter into a contractual relationship with us. The term is in general set in months (monthly subscriptions) or years (yearly subscriptions). Such agreements are extended automatically if not terminated at least 14 days before the expiry date by Client. In such cases the term shall be extended by the period stated in the offer in each case; if such information is missing, monthly subscriptions are extended for one month and yearly subscriptions are extended for one year.
Termination may be performed in writing using SeaMasters´ communication channels or via the Platform directly.
Beside this, parties right to terminate a Contract for good cause which makes it unreasonable for a party to continue the contractual relationship shall remain unaffected.
The following examples will always be considered as cases for good cause:
- Payment default or payment suspension
- Bankruptcy, insolvency or the opening of such proceedings
- Abuse of the Platform or violation of Platform´s rules of usage
- Breach of contract
- SeaMasters misses to perform its contractual duties
Client is only entitled to an aliquote refund of already payed fees if the reason for a premature termination was not in his sphere.
Final provisions
The assignment of rights or obligations out of the contract - in particular assignments and pledges - to third parties is excluded. In case of change of ownership of a legal entity SeaMasters shall be informed in timely manner and will grant such assignment in accordance with applicable legal and contractual provisions.
Client may only offset unpaid fees with counterclaims against SeaMasters if such counterclaims are undisputed or legally established.
As written form according to these GTC is considered every text form SeaMasters is able to receive over its established communication channels. The preferred channel is e-mail.
Amendments to the contract must be made in writing and accepted by signature of SeaMasters Board Members. Transmission of the respective documents by e-mail is permissible.
Offers on our Homepage are subject to change without notice and are non-binding with regard to prices and terms. SeaMasters reserves the right to reject registration or partnership requests without giving reasons.
An order placed by the client has the status of an offer, which is binding for the Client. SeaMasters shall be entitled to accept this offer at its own discretion within 14 days by sending written confirmation.
In the event of individual conditions in the contract being or becoming ineffective, this will be without prejudice to the effectiveness of the remaining conditions. The contracting Client will be required to agree to a new condition, which serves the purpose of the meanwhile invalid condition as closely as possible.
Any disputes will be resolved according to Austrian Law. The place of jurisdiction is Vienna/Austria. However, SeaMasters is also entitled to sue the Client through the court local to his place of domicile.
SeaMasters OG, Koloniestraße 65, 1210 Vienna, Austria
e-mail: info@skipper.ninja