Owner Terms and Conditions

Preamble

THIS AGREEMENT is made on the day upon which the Owner first registers the Owner's details via the Owner Login facility on the Website.

BETWEEN

The Owner and Yachtzap ApS, a company incorporated in Denmark whose registered address is Sophus Bauditz Vej 9, DK-2920 Charlottenlund, Denmark ('Yachtzap').

WHEREAS

The Website showcases yacht charter itineraries and packages, and allows clients to reserve yacht charters, while the charters are subsequently concluded separately between clients and yacht owners in the normal way.

The Owner wishes to use the Website in order to promote the chartering of the Owner's Yacht.

Yachtzap wishes the Owner to use the Website in order to generate revenue from such use.

IT IS AGREED as follows.

In consideration of the mutual undertakings given by the Parties in the Owner Agreement, the Owner agrees to use the Website, and Yachtzap agrees to allow the Owner to use the Website, as set out in the Owner Agreement.

By registering details, logging-in, and/or remaining logged-in, to the Website, the Owner accepts the Owner Agreement in its entirety and without reservation.

By allowing the Owner to register details, log-in, and/or remain logged-in, to the Website, Yachtzap accepts the Owner Agreement in its entirety and without reservation.

1. Definitions

1.1. In the Owner Agreement, the following words in the remainder of Clause 1 have the following meanings.

1.2. Account means the Website user account of the Owner or any Client.

1.3. Charter means the chartering of the Yacht by a Client.

1.4. Charter Agreement means the agreement for the Charter.

1.5. Clause(s) means a clause(s) in the Owner Agreement.

1.6. Client means any legal or natural person who has registered an Account with Yachtzap and accesses such Account via the User Login facility on the Website.

1.7. Force Majeure means causes directly attributable to acts, events, non-happenings, omissions, accidents or Acts of God beyond the reasonable control of the party subject to them, including without limitation strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; pandemic; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; mechanical breakdowns; or any other occurrence beyond the reasonable control of the party subject to them.

1.8. Login Details means the username, passcode or other details used by the Owner to access the Website.

1.9. Marketing Fee means the total amount payable to Yachtzap by the Owner per Charter, as determined by Yachtzap for each Post.

1.10. Owner means the legal or natural person who has registered an Account with Yachtzap and accesses such Account via the Owner Login facility on the Website and who is one of the following, as the case may be:

1.10.1. The registered owner of the Yacht;

1.10.2. One of a number of registered owners of the Yacht, acting as agent on behalf of the other registered owners; or

1.10.3. A chartering central agent for the Yacht, appointed by the registered owners of the Yacht.

1.11. Owner Agreement means this agreement between the Owner and Yachtzap.

1.12. Parties means both the Owner and Yachtzap.

1.13. Post(s) means details of any proposed Charter entered onto the Website.

1.14. Reservation Fee means that part of the fee for the Charter, payable as a deposit, by the Client to the Owner, in respect of a Charter.

1.15. Website means the website(s) owned and/or published by Yachtzap and, to the extent that the Owner is able to post a Post on the same, the mobile software application(s) owned and/or provided for distribution and use by Yachtzap.

1.16. Yacht means the vessel the Owner provides details about to a Client via the Website.

2. Posts

2.1. Subject to the remainder of the Owner Agreement, the Owner may post any Post.

2.2. Unless the Charter Agreement uses the standard terms provided by Yachtzap, the Owner must send the full wording of the Charter Agreement to Yachtzap for written approval before posting any Post.

2.3. After written approval, the Owner may either include the Charter Agreement text in the Post or request that Yachtzap send a copy to the Client after a reservation request is made.

2.4. The Owner must ensure all information in a Post is as accurate and current as practicable, and that all photographs were taken within 12 months preceding the Post and primarily feature the Yacht only.

2.5. The Owner must keep the Website calendar up-to-date for the Yacht at all times while a Post remains live.

2.6. Yachtzap does not guarantee that any Post will appear in any order or rank, or appear at all, in the Website search results.

2.7. Yachtzap does not guarantee the duration, order, rank, or visibility of any Post on the Website.

2.8. Yachtzap may reject or withdraw any Post, any time and for any reason, and without giving notice or explanation to the Owner, and without incurring any liability on the part of Yachtzap.

3. Reservations

3.1. The Owner must state the Reservation Fee amount in every Post, matching the amount in the Charter Agreement.

3.2. After a Client requests a reservation, Yachtzap will send an automated notification to the Owner and request that the Client pays the Reservation Fee within 24 hours.

3.3. Within 48 hours of the Client's request, the Owner must provide one of the following responses (also automatically sent to the Client):

3.3.1. The Owner accepts the request.

3.3.2. The Owner rejects the request but proposes an alternative yacht and/or itinerary.

3.3.3. The Owner rejects the request.

3.4. Should the Owner accept the request, the Reservation Fee shall be set off against charter fees due under the Charter Agreement.

3.5. Should the Owner not accept the request, or not provide any response at all, the request will be cancelled and the Owner shall repay the Reservation Fee to the Client as soon as possible.

4. Marketing Fee

4.1. The Owner shall pay Yachtzap the Marketing Fee within 10 calendar days of the first Charter Agreement instalment being received by the Owner or the registered owners of the Yacht.

4.2. If the Client subsequently charters the Yacht within two years of the completion of any prior Charter, the Owner shall pay further Marketing Fee(s) to Yachtzap within 10 calendar days of each subsequent first instalment payment.

5. Charter

5.1. Subject to the remainder of the Owner Agreement, the Charter shall take place as set out in the Post.

5.2. The Owner represents and warrants that the Charter shall not result in any breach of contract with any third party, or in the breaking of any laws or regulations of any country.

5.3. In respect of the Charter, the Owner shall:

5.3.1. Comply with all applicable laws relating to anti-bribery, anti-corruption, anti-money laundering, and data protection;

5.3.2. Ensure that every Client provides sufficient, original proof of identity and residence upon first contact;

5.3.3. Consider whether any Charter may facilitate money laundering and report any concerns to the appropriate authorities;

5.3.4. Implement appropriate checks, controls, and procedures to prevent money laundering or the financing of illegal activity; and

5.3.5. Retain all records of Client identity for a period of five years following the completion of each Charter.

6. Charter Agreement

6.1. Other than acting as stakeholder, under no circumstances shall Yachtzap be a party to the Charter Agreement.

6.2. Should a conflict between the terms of the Charter Agreement and the Owner Agreement arise, the terms of the Owner Agreement shall always prevail.

6.3. Yachtzap may from time to time offer services and/or products and/or contract in respect of the same directly with the Client.

7. Failure & Cancellation

7.1. Where, as a result of any failure of the Owner to deliver the Yacht to the Client on time or at all, the Client is entitled under the Charter Agreement to treat the Charter Agreement as terminated or repudiated, the Owner shall notify Yachtzap immediately.

7.2. Where such failure arises as a result of Force Majeure:

7.2.1. The Reservation Fee received by the Owner shall be repaid by the Owner to the Client within 20 calendar days;

7.2.2. Any Marketing Fee already received by Yachtzap shall be repaid by Yachtzap to the Owner within 20 calendar days; and

7.2.3. Any Marketing Fee not yet received by Yachtzap shall become non-payable.

7.3. Where such failure does not arise as a result of Force Majeure:

7.3.1. The Reservation Fee received by the Owner shall be repaid by the Owner to the Client within 20 calendar days;

7.3.2. Any Marketing Fee already received by Yachtzap shall be retained by Yachtzap; and

7.3.3. Any Marketing Fee not yet received by Yachtzap shall be paid by the Owner to Yachtzap within 20 calendar days.

7.4. Where the Charter is cancelled by the Client, or the Owner is otherwise entitled under the Charter Agreement to treat the Charter Agreement as terminated or repudiated:

7.4.1. The Reservation Fee, if received by the Owner, may be used by the Owner to set off any amount owing to the Owner under the Charter Agreement;

7.4.2. Any Marketing Fee already received by Yachtzap shall be retained by Yachtzap; and

7.4.3. Any Marketing Fee not yet received by Yachtzap shall be paid by the Owner to Yachtzap within 20 calendar days.

7.5. If, at the time of cancellation, the Owner or the registered owners of the Yacht hold any charter fee, the Owner shall immediately pay to Yachtzap an amount equivalent to any sums owed to Yachtzap from such held funds.

8. Website

8.1. Regardless of the remainder of the Owner Agreement, Yachtzap may reject any Website registration, any time and for any reason, and without giving notice or explanation, in which case the Owner Agreement shall terminate immediately.

8.2. Regardless of the remainder of the Owner Agreement, Yachtzap may suspend or cancel any Account, any time and for any reason, and without giving notice or explanation.

8.3. While the Owner's Account is suspended, the Owner shall not access or use the Website.

8.4. Upon cancellation of an Account, the Owner Agreement shall terminate immediately.

8.5. Termination of the Owner Agreement shall be entirely without prejudice to Yachtzap's right to claim any sums outstanding from the Owner or the registered owners of the Yacht at the time of such termination.

8.6. No Account shall be transferable to any third party.

8.7. Login Details shall not be disclosed by the Owner, whether deliberately or accidentally, to any third party.

8.8. The Owner shall immediately inform Yachtzap if the Owner knows or suspects that any third party knows or has access to the Login Details.

8.9. The Owner shall be responsible for all activities that occur while the Website is accessed using the Login Details, whether the Login Details are used by the Owner or any third party to access the Website.

8.10. Any links to the Website shall not be misleading or deceptive, shall not indicate that Yachtzap is the destination, and shall be removed at Yachtzap's request.

8.11. Yachtzap shall not be responsible for the operation of any link from the Website or for the contents of any file, website or app thereby linked.

8.12. The Owner shall not use the Website:

8.12.1. For any illegal or immoral purpose;

8.12.2. To defame, threaten, abuse, harass or otherwise violate the rights of any third party; or

8.12.3. To impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with any person or entity, or imply any endorsement by Yachtzap.

8.13. The Owner shall not:

8.13.1. Interfere with or disrupt the operation of the Website or any servers or networks used to make the Website available, or violate any requirements, procedures, policies or regulations of such networks;

8.13.2. Transmit or otherwise make available via the Website any viruses, worms, Trojans or other computer code which may be invasive or may affect the operation of any hardware, software, or equipment;

8.13.3. Reproduce or resell the Website, or any element thereof, or products or services accessed via the Website, or access thereto or any element thereof;

8.13.4. Modify, adapt, translate, reverse engineer, decompile or disassemble the Website or any element thereof;

8.13.5. Frame or mirror the Website without the express prior written consent of Yachtzap; or

8.13.6. Download any Website content.

8.14. From time to time, Yachtzap may make changes to the Website at any time, which changes may disrupt access to and functionality of the Website, for which disruption Yachtzap shall not be liable to the Owner.

8.15. From time to time, the Owner and/or a Client may not have access to the Website, or an element(s) thereof, or the Website may contain errors or omissions, for which Yachtzap shall not be liable to the Owner.

9. Authority

9.1. The Owner represents and warrants that, at all times:

9.1.1. Where the Owner is the registered owner of the Yacht, the Owner has the capacity to enter into the Owner Agreement and the Charter Agreement; and

9.1.2. Where the Owner is one of a number of registered owners of the Yacht, or the chartering central agent appointed by the registered owners, all of the registered owners have the capacity to enter into the Owner Agreement and the Charter Agreement, and the Owner acts with the full authority and consent of all registered owners, binding them all.

10. Currencies & Charges

10.1. Where Yachtzap converts currencies, Yachtzap will try to obtain a reasonable currency exchange rate but may not be able to obtain the best possible exchange rate.

10.2. Any charges and/or commission incurred by Yachtzap in respect of converting currencies may be deducted by Yachtzap from any sum converted.

11. Intellectual Property

11.1. The Owner acknowledges that all branding, trademarks and all copy and images featured in the Website, which are not already the intellectual property of the Owner or any other third party, are solely the intellectual property of Yachtzap and the Owner shall not download, copy, distribute or otherwise make use of such intellectual property without the prior written consent of Yachtzap.

11.2. The Owner represents and warrants that the Owner's name, branding, trademarks, and all content included in any Post are the intellectual property of the Owner and that their use does not breach any third-party rights.

12. Data Protection

12.1. The Owner shall comply with all applicable data protection laws in respect of the retention and use of any Client information.

13. Relationship

13.1. The Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in the Owner Agreement.

13.2. Neither of the Parties shall have, nor represent that it has, any authority to make any commitments on the other of the Parties' behalf other than the contractual relationship expressly provided for in the Owner Agreement.

14. Liability

14.1. Yachtzap's liability to the Owner, in contract or tort, whether arising under the Owner Agreement or otherwise in connection with the use of the Website, are expressly excluded by Yachtzap to the maximum extent permitted by law.

14.2. The Owner shall indemnify, defend and hold harmless Yachtzap, its directors, employees, contractors and associates, from any liabilities, claims, losses and expenses, included but not limited to legal fees, resulting from or in connection with the Owner's or the Client's use of the Website or from any Charter.

15. Achievement

15.1. Yachtzap does not represent that any result or objective, whether stated in the Owner Agreement or not, shall be achieved.

15.2. Yachtzap shall have no liability under or be deemed to be in breach of the Owner Agreement for any delays or failures in performance of the Owner Agreement that result from circumstances beyond the reasonable control of Yachtzap.

15.3. Any delays or failures in performance of the Charter Agreement shall not affect the Owner's obligation to pay the Marketing Fee.

16. Waiver

16.1. No failure or delay by Yachtzap in exercising any right, power or privilege under the Owner Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in the Owner Agreement are cumulative and not exclusive of any rights and remedies provided by law.

17. Entire Agreement

17.1. The Agreement contains the whole agreement between the Parties and supersedes and replaces any prior written or oral agreements, representations or understandings between them.

17.2. The Parties confirm that they have not entered into the Owner Agreement on the basis of any representation that is not expressly incorporated into the Owner Agreement.

18. Amendments

18.1. The Agreement may be amended from time to time by Yachtzap without notice. By logging-in, and/or remaining logged-in, to the Website, the Owner accepts such amendments in their entirety and without reservation.

19. Severance

19.1. If any provision of the Owner Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, that provision shall, to the extent required, be severed from the Owner Agreement and rendered ineffective as far as possible without modifying the remaining provisions of the Owner Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of the Owner Agreement.

20. Third Parties

20.1. For the purposes of the Contracts (Rights of Third Parties) Act 1999 the Owner Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.

21. Law & Jurisdiction

21.1. The validity, construction and performance of the Owner Agreement, and any non-contractual obligations, are governed by English law.

21.2. The terms of the BIMCO Law and Arbitration Clause 2020 applies in full to the Owner Agreement, but with any references therein to USD replaced, if the currency stated in the Post is not USD, with the equivalent amount in the currency stated in the Post with exchange rates calculated on the date of the Owner Agreement.