Welcome to the website www.oceanis.io (the “oceanis Platform”). The website www.oceanis.io is operated by oceanis GmbH, Caffamacherreihe 7, 20355 Hamburg (“oceanis” or “oceanis Platform”). oceanis provides technical services on the oceanis Platform to potential and active shipping finance borrowers (“initiator” or “you”) and financier (“Users” or “financier”)
For the provision of the services offered under these Terms of Use, oceanis does not act as a credit institution nor as a financial services provider in accordance with the German Banking Act (Kreditwesengesetz).
This version of the terms of use (“oceanis ToU”) applies to you as long as you are an entrepreneur (according to § 14 of the German Civil Code (BGB)) using the services of the oceanis Platform as an initiator or financier. An entrepreneur means a natural or legal person or a partnership with legal personality that, when entering into a legal transaction, exercises its trade, business or profession.
1. General
1.1 The use of the oceanis Platform shall only be admissible on the basis of the oceanis ToU.
1.2 The use of the oceanis Platform by the financiers is free of charge. No entitlement for the use of the oceanis Platform and the services of oceanis shall exist. Initiators are obliged to pay a success fee on successful drawdown of a debt facility brokered by the oceanis Platform in the amount of 1% of the total loan amount and due upon signing of the loan agreement.
1.3 oceanis reserves the right to amend the oceanis ToU. Such amendments shall be considered accepted by the User if no objection thereto is made in writing to oceanis within one month as from the User’s receipt of the amendment notification. oceanis will specifically point out this consequence in the amendment notification.
2. Services for potential and active financiers and shipping finance borrowers
2.1 The oceanis Platform offers potential and active financiers a technical platform for the selection and indicative bidding of debt shipping finance transactions. The oceanis Platform particularly enables potential and active financiers to get an overview of the potential projects. At the same time, oceanis offers ship owners and investors together initiators a technical platform to upload ship financing projects and tender to potential financiers.
2.2 oceanis collects, processes and uses information about the respective potential or active financiers, initiator and/or of the representatives of the respective party for the performance of the services of the oceanis Platform and keeps this information throughout the contractual term of the oceanis ToU. For these purposes, oceanis collects basic data and subscription application data of the User.
2.3 The projects offered to the financiers are uploaded by the initiator (ship owner) and are placed on the oceanis Platform by oceanis on behalf and under the full responsibility of the initiator. The oceanis Platform solely serves as an electronic means of communication between the financier and the initiator. oceanis does not perform any investment advisory services. In particular, no investment recommendations are made nor tax or legal advice is provided.
3. Registration and contractual terms for the use of the website
3.1 The registration as User is required to use the oceanis Platform to its full extent.
3.2 The registration requires all requested data to be provided completely and truthfully. Moreover, the User is required to keep his registration data updated at all times.
3.3 With the successful registration of the User with the oceanis Platform or otherwise with creation of a first personal password for access to the oceanis Platform, a contract for the use of the website becomes effective on the sole basis of the oceanis ToU.
3.4 Upon a successful registration, oceanis will send a confirmation email to the User. By clicking on the link therein provided and creating the first personal password, the User’s oceanis account will be activated. The User’s email address for the communication between oceanis and the User is thereby also confirmed. Users are hereby expressly informed that, in principle, the possibility of unauthorised third parties being able to view, read, manipulate or delete electronically transmitted data cannot be excluded. Accordingly, oceanis undertakes no liability for the security of the data to be so transmitted. Under their oceanis account, Users may access and change their information and have access to information on the status of their projects.
4. General duties of the Users
4.1 The oceanis account shall only be used by a registered User.
4.2 The User is obliged to keep the password(s) of his oceanis account secret and to carefully safeguard the access to his oceanis account (confidentiality obligation). The User will ensure that no unauthorised third party gains knowledge of his password(s). To prevent misuses, passwords should not be stored electronically nor be otherwise put in writing. The User shall immediately change the respective password if unauthorised third parties become aware of it. The User is obliged to change the respective password immediately, should he suspect that unauthorised third parties have gained unauthorised access to it. The User is hereby recommended to regularly change his password(s) for security reasons. Users shall be liable for damages resulting from the culpable violation of their confidentiality obligation, both vis-à-vis oceanis and other Users of the oceanis Platform.
4.3 The User is obliged to immediately inform oceanis of any evidence of misuse of his account by third parties.
4.4 It is prohibited for the User to use the oceanis Platform in an unlawful manner, in violation of the contract or in any other abusive way, such as impairing or disturbing the functionality of the oceanis Platform (e.g. by violating the system integrity), transferring the oceanis account to third parties or providing access to the oceanis account to unauthorised third parties.
4.5 With respect to the access credentials, security settings and legitimation instruments that are provided to a financier, the financier hereby also commits towards oceanis to comply with the duties of care and further conditions that are stipulated in the non-disclosure agreement signed separately to this agreement.
Any claims and objections arising under the contractual relationship between initiator and financier shall only be made against that specific counterpart and not towards oceanis Platform.
5. Availability
To the extent it is technically feasible and commercially reasonable, oceanis undertakes to offer an unrestricted availability of the oceanis Platform. However, oceanis does not guarantee the latter. In particular, maintenance works, security and capacity reasons, technical circumstances as well as events outside of oceanis sphere of control may lead to temporary inaccessibility to the oceanis Platform.
6. Customer Service
oceanis offers the User an online customer support. The User will have access to an online service centre on the oceanis Platform.
7. Intellectual property and allowed use of the website
7.1 The data and material, including pictures, graphics, illustrations, designs, symbols, photos, texts and other images (hereinafter referred to as “Content”) on the oceanis Platform may be protected by copyright law, trademark law, data protection law and/or other laws of intellectual property. Any reproduction, distribution or any other use of the Content that is not already permitted by law without the prior written consent of oceanis constitutes a violation of the oceanis ToU and is prohibited. The use of the oceanis Platform does not grant users ownership of any content, code, data or materials users may access on the Platform.
7.2 The use of automated systems or software for the extraction of data from the oceanis Platform, in particular for commercial purposes, is prohibited.
8. Data protection
oceanis shall process Users’ data as required for the performance of its services under these terms of use, or provided that the User has granted his consent or a legal permission applies. Information about the scope of the collection, processing and use of personal data by oceanis can be found in oceanis’s Privacy Policy, which may be retrieved and printed at all times from www.oceanis.io . The User may at any time opt out from the processing and use of his personal data for advertising purposes.
9. Contractual term and termination of the oceanis ToU
9.1 Unless terminated, the oceanis ToU shall remain in full force and effect for an undetermined term.
9.2 Both the User and oceanis may terminate this contract at any time by serving a written notice of termination (e.g. via email, fax or letter) to the other party with 2 weeks prior to the end of the month. Termination is precluded prior to the settlement of any ongoing project.
9.3 The right of termination for cause remains unaffected.
10. Liability
10.1 oceanis shall be liable under the terms of this ToU only in accordance with the provisions set out under (a) to (e):
- oceanis shall be unrestricted liable for losses caused intentionally or with gross negligence by oceanis, its legal representatives or senior executives and for losses caused intentionally by other assistants in performance; in respect of gross negligence of other assistants in performance oceanis’ liability shall be as set forth in the provisions for simple negligence in (e) below
- oceanis shall be unrestricted liable for death, personal injury or damage to health caused by the intent or negligence of oceanis, its legal representatives or assistants in performance
- oceanis shall be liable for losses arising from the lack of any warranted characteristics up to the amount which is covered by the purpose of the warranty and which was foreseeable for oceanis at the time the warranty was given
- oceanis shall be liable in accordance with the German Product Liability Act in the event of product liability
- oceanis shall be liable for losses caused by the breach of its primary obligations by oceanis, its legal representatives or assistants in performance. Primary obligations are such basic duties which form the essence of the Agreement, which were decisive for the conclusion of the Agreement and on the performance of which the contractual partner of oceanis may rely. If oceanis breaches its primary obligations through simple negligence, then its ensuing liability shall be limited to the amount which was foreseeable by oceanis at the time the respective service was performed
Any more extensive liability of oceanis is excluded on the merits.
10.2 oceanis does not have control over the information and services provided by third parties. oceanis shall not be liable for any information or acts of third parties and shall not be liable for any damages resulting therefrom.
11. Final provisions
11.1 Amendments or additions to these ToU must be made in writing to be effective. This shall also apply to amendments of this written form requirement.
11.2 Place of performance of the services is the place of business of oceanis.
11.3 These ToU shall be governed by the laws of the Federal Republic of Germany except for the UN Sales Convention (United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980).
11.4 Insofar as the User is a merchant within the meaning of the German Commercial Code or if upon the commencement of legal proceedings, Licensee has no place of business or ordinary residence in the Federal Republic of Germany, the competent court is Hamburg.
11.4 Should individual or several provisions of the conditions hereof be or become invalid in whole or in part, the validity of the remaining provisions shall not be affected. The Parties undertake to agree on an effective substitute provision as close as possible to the ineffective provision or the intended purpose of the ineffective provision. The same shall apply to gaps in the contract.