seabo B2B Terms and Conditions of Use

Version/ Last update: May, 2024

Welcome to the seabo Platform (“seabo”). seabo is a Platform offering various services for the shipping industry through a website which can be reached via www.seabo.com. With seabo, dedicated parties within the shipping industry can – among other services – create a profile, match and calculate vessels and cargo, manage a fleet and negotiate fixtures with each other. The involved parties can in particular be a Shipowner, Operator, Charterer, Broker, Analyst or any other professional party from the shipping industry.

1 Acceptance of these Terms and Conditions

By registering for the Platform, You confirm your acceptance of these Terms and our associated Privacy Policy. If you do not agree to these Terms, you must immediately cease using the Platform.

These terms and conditions (the “Terms”) apply to the Agreement between Us (which is Next Logistics Ventures GmbH (“NLV”), a limited liability company incorporated under the laws of Germany. The company is registered with the German Chamber of Commerce under registration number HRB 164725. The company’s registered office is at Zirkusweg 2, 20359 Hamburg, Germany) and You, the registered user (“You” or “User”) for any use of the website and services offered via the Platform www.seabo.com (the “Platform”).

The Platform is not open for registration to consumers. With the registration to seabo, You warrant that You are acting for commercial, business or other professional purposes.

2 Registration and Personal Account

2.1 If You want to use seabo, go to www.seabo.com. You will need to register and create a business account first. You are able to manage this business account after creation and add e.g. new users. There are certain services of the Platform that can be used for free, whereas a fee-based subscription is necessary for the use of other services (See Chapter 4 of these Terms for more details on the subscription).

2.2 A registration and creation of a business account can only be completed if You provide all required information about yourself, including the completion of the KYC-questionnaire during the registration process. The KYC (“Know Your Customer”) questionnaire is essential for us to be compliant with international laws e.g. on export controls and money laundering.

2.3 You must protect the login details of your account and keep your password strictly secret. All actions taken from your account must be done by You or under your direct supervision.

2.4 You agree to provide up-to-date, complete and accurate information about You (= your company/organisation) on your business account. You agree to promptly update your business account when necessary.

2.5 By accessing and using the Platform and any of its Services, you as a natural person acknowledge, declare and guarantee that you are authorized to act on behalf of your employer or organization which is the registered User of the Platform and that You and the activities You perform on the Platform are not subject to any applicable trade or economic sanctions lists, such as the United Nations Security Council Sanctions List, the sanctions imposed by the European Union or the United States of America.

2.6 We do not guarantee or warrant that anyone who completes the registration process will be admitted as a User and undertake no liability in case the application to become a User is rejected. We reserve the right to not provide Services to You or to disable access to the Platform or the Services if deemed necessary pursuant to applicable laws and regulations, and if necessary to be compliant without applicable laws without prior notice.

3 Fair Use of seabo

3.1 You may not use seabo in a way that violates German law or any other applicable laws or regulations, including applicable international export control laws.

3.2 As a condition for using seabo, You agree not to provide any information, data or content to us or the Platform, or through the Platform that is incorrect, inaccurate, incomplete or that violates any applicable laws or regulations, including applicable international export control laws. In addition, You agree that You will not, nor allow third parties to perform the following actions, unless explicitly permitted by mandatory statutory law:
a. enter any secure areas of the Platform that are not deemed for registered Users;
b. send viruses, worms, junk mail, spam, chain letters, unsolicited offers or ads of any kind and for any purpose; and
c. investigate, scan or technically test the Platform or any other related system or network, or violate any security or authentication.
d. use any automated systems of software to withdraw data from the Platform (“screen-scraping”).
e. make and distribute copies of the Platform or parts of it;
f. attempt to sell, distribute, copy, rent, sub-license, loan, merge, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange, translate, hack, distribute, harm or otherwise misuse the Platform;
g. or create derivative works of any copyrighted work whatsoever.

3.3 You may not create an account under someone else’s name or act like someone else in any other way.

3.4 Where content uploaded by You is subject to governmental regulation or other security requirements beyond those specified by us for the services, You must not input such content into the Platform and its services unless We have first agreed in writing to provide additional security measures. Without limiting the generality of the foregoing, You agree to not deliver, provide access, or facilitate to be viewed, in any form or format (whether physical or electronic, including email), any “controlled materials”, i.e. hardware, technical data, software and/or technical assistance that is or may be deemed to be subject to any applicable export and re-export control laws and regulations, to or by any of our personnel, except with our express prior written agreement. If such controlled materials must be exchanged, accessed or viewed, subject to our prior agreement, You remain solely responsible for ensuring that any such controlled materials may be provided to us or accessed or viewed by our personnel without violating any and all applicable export and re-export control laws and regulations.

3.5 If You receive personal data or other sensitive information from other users, You may use this data only for the purpose for which it has been disclosed to You and not beyond. You may not further process such data or transfer it to third parties or let third parties access it unless there is an explicit prior consent to this by the concerned data subject(s).

3.6 We are entitled to block your account and deny You access to the Platform, if we suspect abuse of the account or the Platform or its services, as long as this is necessary for the investigation of the underlying facts concerning an abuse. We have the right to terminate the subscription anytime without notice in case of any violation of these Terms including conditions and policies referenced herein as well as applicable laws or regulations.

3.7 Data from the seabo Platform may only be used for the purposes intended by the Platform as part of Your own business transactions.

3.8. Data can be imported into the Platform manually or via interfaces (e.g. regarding ship movements). By using the Platform, You agree to import data only for the purposes of the Platform. The import may not be used to commit actions prohibited by law.

4 Subscription, Payment and Termination

4.1 Only certain Platform services can be used free of charge under a free Subscription Agreement to use the seabo Platform. These Terms are part of the free Subscription Agreement. We do not warrant that certain services remain free of charge in the future and We reserve the right to change free services to fee-based subscription services anytime, provided that this change is announced to You in advance with a reasonable deadline. We will not charge You for a subscription without your explicit consent to enter into a fee-based Subscription Agreement with us.

4.2 For certain Platform services, You need a fee-based subscription. Applicable subscription fees are described in your business account when You initiate steps for the subscription, or in your individual order. If You select a fee-based subscription, all described terms and conditions for the subscription shall be binding, and together with these Terms, shall constitute the fee-based Subscription Agreement to use the seabo Platform.

4.3 The subscription fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, GST, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes applicable at the time and associated with its subscription hereunder. If we have the legal obligation to pay or collect Taxes for which You are responsible under this clause, You will reimburse us for that amount unless You provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

4.4 Payment terms including accepted payment methods are displayed during the registration process, or in your business account when you initiate steps for a fee-based subscription, or are subject to individual agreement between us and You in the order form. If not agreed differently, the following rule on default interest shall apply: If You are in default of payment, We are entitled to claim interest at a rate of 9 percentage points above the base rate.

4.5 Your initial subscription period will be specified in the registration process and Your account or in the order form, and, unless otherwise specified, your subscription will automatically renew for the same period as the initial subscription period unless You or We terminate the subscription at least one month before the end of the initial or subsequent subscription period by notice in text form. In case of termination, there will be no refund from us as your business account will remain active for the period that You have already paid for.

4.6 You may export your data anytime during the subscription. With the end of the subscription, You will not be able to access your account any longer. Should You have any need to retain copies of your data after the end of the subscription, You must notify us in text form within one month after the end of your subscription. Afterwards We may not be able to provide you with a full data set. For personal data, the rules in our Data Processing Agreement take precedence.

5 Privacy

5.1 We respect your privacy and act in compliance with all applicable data protection laws, in particular the European Data Protection Regulation (GDPR), the German Federal Code on Protection of Privacy (Bundesdatenschutzgesetz) and the Law on Protection of Privacy in Online Services (Teledienstedatenschutzgesetz). In our Privacy Policy You can read which personal data We collect and for what purposes. You can find our Privacy Policy here: https://seabo.com/privacy.

5.2 To the extent that we process personal data as your data processor (as defined in Art. 28 GDPR), we conclude a Data Processing Agreement (DPA) to which You consent during the registration process or otherwise electronically. Upon request, You shall receive a written version of the contents of the DPA signed by us, and You shall counter-sign and send this counter-signed version to us. The Parties’ liability arising under or for breach of the DPA, including without limitation, for any personal data breach (as defined in the DPA) will be governed by these Terms alone.

5.3 We may track and analyse the usage of the Platform and its services as is necessary for the purposes of security, to assist You and other users, and for improving the Platform and services and the user experience. For example, we may use this anonymous information to help users derive more value from the Platform, to understand and analyse trends, or to track which features are used most often in order to improve the Platform. We may share anonymous usage data with our service providers for the purpose of helping in such tracking, analysis and improvements. Additionally, we may share such anonymous usage data on an aggregate basis in the normal course of operating our business; for example, we may share information publicly to show trends about the general use of our Platform and services.

6 Intellectual Property

6.1 Except for the limited licences and/or use rights specified in these Terms You will not acquire any right in the Platform or its software. We reserve all rights not expressly granted to You in writing. All right, title and interest, including without limitation all patents, trademarks, copyright, moral rights, database rights, trade secrets, service marks, domain names, and applications for any of the foregoing, and any other intellectual property right of whatever nature anywhere in the world, in and to the Platform and its software, shall remain or become upon creation, as applicable, the exclusive property of us or eventually the property of third parties that have licensed certain works to us, worldwide and in perpetuity. In respect of the Platform, You will not remove or alter any proprietary legends or notices and You will maintain any marking of ownership.

6.2 We grant You a non-transferable, non-exclusive, non-sublicensable and revocable licence intended for fair and designated use of the Platform for the term of the subscription and in accordance with these Terms. You are not allowed to access the Platform for any other purpose, such as selling, distributing or re-developing the content of the Platform.

7 Availability of the Platform, Warranties

7.1 We do not warrant that the Platform is available on computers with specific operating systems. We will use reasonable efforts to make the Platform available without technical interruption. However, You acknowledge that the Platform is provided over the internet and mobile networks and thus the quality and availability of the Platform or parts of it may be affected by factors outside of our reasonable control.

7.2 We warrant that we have sufficient rights to provide or make available (as appropriate) to You the rights specified in these Terms. We warrant that the Platform will generally function as described on the website, the availability is subject to the following terms.

7.3 We may – at our own discretion – update, modify, or adapt the Platform and its functionalities from time to time to enhance the user experience. During these maintenance windows, the Platform may be unavailable.

7.4 If You are a current customer of a fee-based subscription and We fail to achieve an average system availability of at least 95% during normal business hours (09:00 a.m. to 5:00 p.m. Central European Time (CET)) for any calendar month, excluding planned maintenance or update windows, You are entitled to receive a credit on your subscription fee for the respective month. The amount of the credit must be proportionate and reasonable to the duration of the unavailability for more than 10% of the respective month, and may not exceed the amount of the monthly subscription fee.
You do not have the right to receive a credit in the event of technical problems beyond our control (e.g. Force Majeure) or for downtimes during planned and announced maintenance work or updates outside normal business hours.
System availability can only be warranted for fee-based subscriptions if the customer usage requirements necessary for the Platform, i.e. sufficient internet bandwidth, specification of the browser types to be used and activation of functional cookies, are fully met.

7.5. In case of any unavailability that is caused by circumstances within our control, We will use reasonable efforts to correct the problem within a reasonable period of time. In case of notifications and system availability failures that lead to a total shutdown of the software and that are received within normal business hours, We will strive to provide (without giving any warranty) a response time for Customers of fee-based subscriptions of 12 hours within normal business hours from the beginning of the failure.

7.6 Some of the information provided by the Platform is generated by artificial intelligence (AI). The reliance on the Output generated by the AI tools is in your sole discretion. You agree that you will check on and assess before further using or relying on the Output for any purpose. By using the AI tool in question, You accept that the use may result in incorrect, biased, unfair, inaccurate or incomplete output. We do not give any warranty that the output is correct, unbiased, fair, accurate or complete. Our obligations concerning liability as provided in these Terms shall not apply to the output.

8 Liability

We assume liability, regardless of the legal grounds, within the framework of the applicable statutory provisions of German law only in accordance with the following provisions:

8.1. We assume liability without limitation for damages resulting from injury to life, limb or health, in the event of fraudulent conduct and in the event of intent or gross negligence.

8.2. For simple negligence, we only assume liability if essential contractual obligations (cardinal obligations), the fulfilment of which is essential for the proper execution of the Agreement and on the observance of which the contractual partner regularly relies and may rely, are violated. Liability is limited to the foreseeable damage typical of this Agreement. These claims expire 12 months after they arise.

8.3 However, the above limitations or exclusions of liability shall not apply to strict liability prescribed by law (e.g. under the Product Liability Act) or liability under a no-fault guarantee (which is not included in these Terms).

8.4 The limitations or exclusions of liability shall also apply to the personal liability of our employees, workers, representatives, bodies and vicarious agents.

8.5 For clarification purposes, We emphasize and You accept that We are not liable to You for any of the following:

  • Any potential execution of agreements between You and other users that are made through the Platform;

  • The proper functioning of (hyper)links provided on the Platform;

  • Any unauthorized third party using the Platform on your device;

  • Any damage or alteration to your equipment including but not limited to computer equipment or a handheld device as a result of any use of the Platform without due care;

  • A failure to meet any of our obligations under these Terms where such failure is due to events beyond our reasonable control.

  • The accuracy, correctness or completeness of any results of data analytics or any data services (e.g. AI tools, calculation tools, ship data base, fuel prices, weather data) that are offered via the Platform and used by You.

8.6 The information and data on the Platform is partly user-generated. We have no influence on the data and information that is transmitted between Users on the Platform. Therefore, we are not liable for this data and information including any data loss. You are responsible for creating backups of your own data and we have no obligation to create any data backups. We are also not liable for any data or information that is incomplete or inaccurate as a result of such transmission or that is transmitted wrongly.

8.7 We are not obliged to monitor the content on the Platform, uploaded or shared by You or others via the Platform. We may remove content and information from the Platform if we are notified that the content or information is unlawful, violating these Terms or is otherwise inappropriate. Please contact us at support@seabo.com for more information on our notice and take down policy.

9 Indemnification

9.1 You acknowledge that You as the User are in control of the use of the Platform and all content which may cause negative consequences for us. Consequently, You will defend us and our affiliates (as defined in §§ 15 ff. German Aktiengesetz) from and against any third party claim, demand or proceedings and for any related expenses and costs (including without limitation court costs and reasonable legal fees)
(a) alleging that any content infringes the intellectual property rights of any third party or otherwise violates applicable law or
(b) arising out of your breach of the legitimate use according these Terms,
and will indemnify us and our affiliates against any damages, attorney fees and costs finally awarded against us or our affiliate or amounts paid by us or our affiliate in settlement of such claim against us, together with any reasonable and verifiable costs and expenses (including without limitation reasonable attorney’s fees) incurred by us or our affiliate in the defence thereof.

9.2 We will (i) notify You without undue delay of the claim; (ii) give You full control of the defence and settlement of the claim; and (iii) provide You with reasonable assistance necessary in connection with said defence or settlement, at your expense; (iv) not admit liability in connection with such claim against us.

10 Miscellaneous

10.1 We reserve the right to change these Terms. When we change these Terms, we will notify You about the changes at least two months in advance via email and post a notification on the Platform along with the updated Terms. By continuing to use the Platform, you acknowledge the most recent version of these Terms. If you do not want to accept the new Terms, You may terminate your subscription at the end of the following month, before the new version of the Terms takes effect.

10.2 If we do not enforce (parts of) these Terms, this cannot be construed as consent or waiver of the right to enforce them at a later moment in time or against another user.

10.3 You may not transfer the rights and obligations from these Terms to third parties.

11 Force Majeure

1. "Force majeure" means the occurrence of an event or circumstance that prevents a party from fulfilling one or more of its contractual obligations under these Terms of the (free or fee-based) Subscription Agreement, if and to the extent that the party affected by the impediment proves that: (a) such impediment is beyond its reasonable control; and (b) it was not reasonably foreseeable at the time the Agreement was made; and (c) the effects of the impediment could not reasonably have been avoided or overcome by the party affected.

2. In the absence of proof to the contrary, the following events affecting a party shall be presumed to fulfil the conditions under paragraph 1 lit. (b) under paragraph 1 of this clause: (i) war (declared or undeclared), acts of foreign enemies, large-scale military mobilisation; (ii) civil war, riot, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; (iii) currency and trade restrictions, embargo, sanctions; (iv) lawful or unlawful official acts, compliance with laws or government orders, expropriation, confiscation of works, requisition; (v) plague, epidemic, pandemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged breakdown of means of transport, telecommunications, information systems or power; (vii) general industrial unrest such as boycott, strike and lockout, go-slow, occupation of factories and buildings.

3. A party who successfully invokes this clause shall be released from its obligation to fulfil its contractual obligations and from any liability for damages or any other contractual remedy for breach of contract from the time when the impediment prevents it from performing, provided that notice is given without delay. If notice is not given promptly, the relief shall take effect from the time the notice reaches the other party. If the effect of the alleged impediment or event is temporary, the consequences set out above shall apply only for as long as the alleged impediment prevents the party concerned from performing the Agreement. If the duration of the alleged impediment has the effect of substantially depriving the parties of what they could reasonably expect under the Agreement, either party shall have the right to terminate the Agreement by giving notice to the other party within a reasonable time. Unless otherwise agreed, the parties expressly agree that the Agreement may be terminated by either party if the duration of the impediment exceeds 120 days.

12 Severability

The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable and which interpretation shall be as close as possible to the intent of the invalid provision.

13 Applicable law and jurisdiction

13.1 This Agreement shall be governed by and construed in accordance with the laws of Germany, excluding the United Nations Convention on the Sale of Goods. The laws of conflict do not apply.

13.2 Unless mandatory law compels differently, all disputes resulting from or arising in connection with these Terms shall be exclusively submitted to the competent court of Hamburg, Germany, unless the dispute can be settled in an amicable fashion.

13.3 The parties agree that in disputes - except in urgent cases in the sense of interim injunctions or criminal offences – mediation or arbitration is recommended to be sought first in order to reach an amicable solution, before an arbitration tribunal if necessary. However, this explicitly does not exclude the ordinary court process.

14 Complaints, comments and suggestions

We strive to give you optimal service. If You have a complaint, comment, suggestion or any other request, you can contact us at support@seabo.com. Please provide us with your contact details, and a clear description and reason for your request.



Next Logistics Ventures GmbH
Zirkusweg 2, 20359 Hamburg
Germany
support@seabo.com
VAT number: DE 335 875 552
HRB 164725 (Amtsgericht Hamburg)