Last modified: 28.12.2023

These and Conditions are stipulated by SEG EU OÜ, a limited liability company incorporated in the Republic of Estonia with the registration number 16255825 and registered address at Narva mnt 5, 10117 Tallinn, Estonia.

Please read carefully these Terms and Conditions and all material and information incorporated here as reference, as these set out your and our legal rights and obligations in relation to using the Application. You will be asked to agree to these Terms and Conditions before creating the Account and/or using the Services. It is not possible to register the Account and/or use any Service without agreeing with these Terms and Conditions.

These General Terms are available in the English language only. You should print a copy of these Terms and Conditions for future reference as any specific version of these Terms and Conditions may not be accessible on the Application in the future. You can always see the currently valid version of these Terms and Conditions on the Application or contact us to receive a copy of these Terms and Conditions via email.

These General Terms may change. In such case, we will give you a 30-day notice, at the end of which period you will be deemed to have accepted the new General Terms by continuing to use the Services. For more information on the Company, you can refer to the “Contact Us” section of the Website.

1. Subject matter

Management Company is a fully integrated solution to facilitate communication between vessels and management companies. This Application is a part of the Ephemeris Suite which can be accessed at https://ephemeris.app. The Ephemeris Suite comprises of products that have been designed to support various sectors of the superyacht industry.

2. Definitions

• 2.1. Account - a personal user account on the Application where the User can use the Services, and which includes the User’s personal data.
• 2.2. Application – the Management Company software which is accessible through the mobile application or the Website.
• 2.3. Company or us – SEG EU OÜ, a limited liability company incorporated in the Republic of Estonia with the registration number 16255825 and registered address at Narva mnt 5, 10117 Tallinn, Estonia.
• 2.4. Party or Parties – under these Terms and Conditions, separately the User or the Company or jointly the User and the Company.
• 2.5. Service – vessel management and other solution services that are accessible through the Application.
• 2.6. User Content – content shared by the User on the Application, including, but not limited to, feedback ideas, modifications, suggestions and improvements, shared by the User on the Application.
• 2.7. User or you – a natural person with active legal capacity who is at least 18 years old or a legal entity and who has agreed to these Terms and Conditions.
• 2.8. Website – a web-based online environment available https://ephemeris.app/ManagementCompany through which the Application is accessible, and which is operated by the Company.
• 2.9. Force Majeure Event – an event, or a series of related events, that is outside the reasonable control of the Party affected (including but not limited to failures of or problems with the Internet or a part of the Internet, hacker attacks, virus or other malicious software attacks, power failures, telecommunication failures, disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, strikes, terrorist attacks, wars, government restrictions, embargoes, earthquakes).

3. General Provisions

• 3.1. By using the Company’s Services, you confirm that you have read these Terms and Conditions, agree to these Terms and Conditions and undertake to comply with these Terms and Conditions. If you do not agree to these Terms and Conditions, you must refrain from using the Services and/or registering the Account.
• 3.2. These Terms and Conditions set out the rights and obligations of the User for using the Service, including, but not limited to, terms for using the Application, the liability of the Parties.
• 3.3. The Services are designed to facilitate communication between vessels and management companies, offering a fully integrated platform that provides company representatives with easy and efficient access to tools allowing control of company operations, resources and planning, and management of responsibilities, reporting, statutory and operational documentation, ISM compliance, industry notices and updates. Management Company consists of suites and integrated applications to help you manage everything across multiple vessels.
• 3.4. To use the Services, the User must register the Account. To register the Account, the User will be required to provide an e-mail address and choose a safe password.
• 3.5. The User can only access the Account and use the Services on their own behalf and in their own name. Account access and use of the Services on behalf of third parties is forbidden.
• 3.6. The User can use the Application under these Terms and Conditions for a fee agreed upon by the Parties via the Website. The User is responsible for all additional costs and expenses associated with the use of the Application and the performance of the Application.

4. Term and Account Termination or Suspension

• 4.1. Either party may terminate these Terms and Conditions at any time for any reason by deleting the Account or providing the other party a written notice 30 days in advance.
• 4.2. The Company has the right to cancel, suspend or restrict access to its Application or Services, and to take any other action it deems appropriate if the User does not meet the requirements referred to in these Terms and Conditions or stops fulfilling them. Under no circumstances will the Company be responsible for costs, losses or damages of any kind that the User or any third party may suffer as the result of such cancellation, suspension or restriction of access to the Application or the Services.
• 4.3. The rights and obligations of the Parties set forth in Section 7 (Intellectual Property) shall survive termination of these Terms and Conditions for any reason.

5. User’s Obligations

• 5.1. When using the Services, you will not:
  • 5.1.1. provide false, inaccurate, or misleading information;
  • 5.1.2. breach or attempt to breach the security of the Application, including but not limited to modifying or attempting to modify any information, unauthorised data access or deletion, interfering with the Services, system, host or network, spamming, hacking, falsifying data, introducing viruses, Trojan horses, worms or other destructive or damaging programs or engines in any way; or
  • 5.1.3. use the Application and Services in any way unlawfully or fraudulently.
• 5.2. The User is solely responsible for the safekeeping of their Account information. The User is responsible for all activities under their log-in e-mail and Account. The User agrees to notify the Company immediately if they are aware of any unauthorised use of their Account and will strictly observe the security, authentication, and any other mechanism or procedures established on the Application or requested by the Company.

6. Exclusion of Liability

• 6.1. Provision of the Application under these Terms and Conditions shall not create any obligation for the Company to continue to develop, productize, support, repair, offer for sale or in any other way continue to develop the Application to the User or any other party. The Company is under no obligation to provide technical support under these Terms and Conditions.
• 6.2. The Company shall not be liable to the User for:
  • 6.2.1. any failure to fulfil your instructions as a result of circumstances which could reasonably be considered to be outside our control;
  • 6.2.2. malfunctions in communications facilities which cannot reasonably be considered to be under our control;
  • 6.2.3. any losses or delays in the performance of the Services arising out of the use of any internet services provider, or caused by any browser or other software which is not under our control;
  • 6.2.4. errors on the Application or with the Services caused by incomplete or incorrect information provided to us by you or a third party; or
  • 6.2.5. any content, damages, losses, or practises of any third-party website or services that the website links to.
• 6.3. Subject to these Terms and Conditions, the Company agrees to provide the Services to you using reasonable care. The Services and Content are provided on the principle “as is” and “as available” and with all faults and defects without warranty of any kind. The Company does not guarantee that the Application, Services, or any content on it, will always be available or be uninterrupted or be error free. The Company will not be liable to you if for any reason the Application or the Services are unavailable at any time due to a Force Majeure Event.
• 6.4. If the Application contains links to a third-party website, the Company does not guarantee that the information displayed on these websites is correct, complete, or accurate. The Company is not obligated and will not control the information of these websites. The owners of these third-party websites will be liable for the content of these websites.

7. Intellectual Property

• 7.1. The Application and Services and all intellectual property relating to and contained in them (including but not limited to, copyright, patents, database rights and trademarks) are owned by or licensed to the Company. All right, title and interest in and to the Application and the Services shall remain the property of the Company.
• 7.2. The Application and Services may be used, accessed, downloaded or installed, and operated only for the purposes permitted by these Terms and Conditions. The company grants the User a personal, non-exclusive, non-transferable, revocable license to use the Application. The User may not duplicate, publish, modify, create derivative works from, participate in the transfer or sale of, post on the internet, or in any way distribute or exploit the Application or Services without the Company’s express written permission.
• 7.3. The User retains all intellectual property rights in, and is responsible for, the User Content created and shared. To the extent that User provides User Content, User grants immediately and fully automatically the Company a transferable, royalty-free, perpetual, worldwide, and sub-licensable license to copy, distribute, modify, create derivative works based on, publicly perform, publicly display, and otherwise use the User Content for any purposes associated with the provision of the Services or the Application in the maximum amount their licensing is possible under the applicable law.
• 7.4. The Company reserves the right to remove or modify User Content for any reason, including, but not limited to, User Content that violates these Terms and Conditions.

8. Processing of Personal Data

• 8.1. The User’s personal data related to and under these Terms and Conditions will be processed in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council (General Data Protection Regulation) and the Company’s Privacy Notice. Detailed information regarding the processing of personal data by the Company and information about data subjects’ rights and implementation of them can be obtained from Privacy Notice available on the Website here .

9. Applicable Law and Jurisdiction

• 9.1. The law of the Republic of Estonia shall apply to these Terms and Conditions.
• 9.2. All disputes arising from these Terms and Conditions shall be settled by negotiations between the parties. If the dispute is not settled by negotiations within a reasonable timeframe, it is to be referred to the Harju Country Court, Tallinn, Estonia.

10. Miscellaneous

• 10.1. If the Terms and Conditions conflict with the information provided on the Application or any other document, the Terms and Conditions will prevail.
• 10.2. Materials and other content published on the Application or elsewhere are not binding and do not unless explicitly referred to herein, form part of these Terms and Conditions, and are of descriptive nature only.
• 10.3. These Terms and Conditions and the rights and obligations arising from it cannot be assigned nor transferred to any third party by the User without a prior written agreement of the Parties.
• 10.4. If any provision of these Terms and Conditions is or becomes illegal or unenforceable under a relevant jurisdiction, in whole or in part, such a provision will be deemed ineffective from these Terms and Conditions without affecting the remaining provisions, which will continue in full force and effect.