Sipos Charter d.o.o. (ACE Yachting) Charter Terms and Conditions

   I. Charter Price 

The charter price includes the use of the yacht with all  accessories according to the inventory list and the  additionally accessories contracted by the charter customer,  their natural wear and tear as well as costs for the repair of  damage due to material fatigue, the care for the charter  customer and the yacht during the charter period as well as  expenses for general taxes and duties and fees at the start  and finish berth as well as the proportionate costs for the  liability and comprehensive insurance of the yacht. 

Not included in the charter price are any fees for navigating  in waters, areas or harbors, mooring fees outside the starting  or finishing berth and fees for checking in or out as well as the  costs for operating supplies such as diesel fuel or gasoline. 

Costs for final cleaning, gas, petrol for the outboard motor,  bed linen and towels may be included in the charter price.  Otherwise these additional costs must be listed separately  by the charter company and submitted to the charter  customer in good time before the charter date.


      II. Obligations of the Charter Company


The charter company commits to the charter customer: 

     1. to hand over the charter yacht including complete  accessories on the agreed date after full payment of the  charter price in a seaworthy, proper age-appropriate care and technical condition. 


All prescribed maintenance intervals have been complied  with and must also cover the entire charter period. Particular  attention should be given to the maintenance of rescue  equipment and safety-related equipment such as (if available  / mandatory) life raft, life jackets, emergency signals, EPIRB,  fire extinguishers and the gas cooker system as well as the  completeness and updating of the nautical charts and  navigational instruments. 

  1. to hand over the ship’s papers to the charter customer containing all valid certificates, documents, lists, operating  instructions of the yacht and other documents required for  entering the contractually agreed maritime area. The  contractually agreed exclusively to navigable sea area as well  as possible temporal restrictions must be defined in these  documents clearly and without contradiction. The charter  company has to explicitly point out the specifics not obvious  to the charter customer. All documents must be in English or  in the local language of the charter customer. 
  2. to rectify damage or defects arising during the charter  period or discovered hidden defects within the scope of the  contract (see point V). 
  3. to reimburse downtime in accordance with the contract  (see point V). 
  4. to be available to the charter customer during the charter  period via telephone or radio at least during normal office  hours. 

III. Obligations of the Charter customer 

The charter customer has the following obligations to the  charter company: 

  1. to name all crew members before charter start according  to the charter company’s instructions (creation of a crew list). 
  2. to keep the boat ready for check-out at the agreed place of  return 1-2 hours before the time agreed with the charter  company.
  3. to not extend the agreed charter period without approval of the charter company. 
  4. to keep the yacht within the last 24 hours before the end  of the charter in sufficient proximity to the return port, so  that even in adverse circumstances (bad weather), the timely  arrival is guaranteed. Weather conditions do not affect the  duty of punctual return, unless there is a case of  unpredictable force majeure. If a late return is foreseeable,  the charter company must be informed immediately. 
  5. to notify the charter company immediately if the trip has  to be completed at a location other than the agreed return  location. In this case, it is up to the charter customer to take  care of the boat or to provide sufficiently qualified persons to  take care of it until the charter company can take over the  ship. The charter only ends with the takeover of the yacht by  the charter company. The charter customer must bear the  additional costs incurred by the charter company due to the  deviating return location, unless there is a case of  unforeseeable force majeure or the charter company itself  has requested the alternative return location or the charter  company itself has caused this circumstance by culpable  conduct (e.g. by hidden defects on the charter yacht). 
  6. to use the yacht and equipment carefully and in  accordance with the rules of good seamanship. 
  7. to familiarize himself with the technical and all other  facilities of the yacht before the start of the trip, observe the  operating instructions on board and inform himself in detail  about the nautical, geographic and technical characteristics  of the area (tides, currents, changing water levels in strong  winds, fall winds, nozzle effects, etc.). 
  8. to check the oil level of the engine and the bilges daily and  check the sea cooling water circuit after starting the engine.  Detected defects must be remedied immediately. Without  sufficient oil or cooling, the engine may only be operated in  the event of clear and present danger to the boat and / or  crew to avoid damage. Other necessary maintenance  measures during the charter period must be explained by the  charter company to the charter customer at the handover  and the charter customer must be given a prepared  maintenance list. 
  9. to diligently keep a written logbook (in paper) in which the  usual nautical entries, records of weather reports, any damage to the yacht and equipment, groundings and other  special incidents (rope in propeller, etc.) are recorded
  1. to navigate with the help of the present, up-to-date  nautical chart and to use electronic navigation aids only  supportive. 
  2. if available, to keep a radio book and, if necessary, a  customs and notation book conscientiously. 
  3. to immediately report any ground contact (even without  visible damage) and, in the event of suspected damage to the  charter yacht, immediately navigate to the nearest port and  arrange for a survey by a diver, and after consultation with  the charter company and at his direction, if necessary,  craning or slipping. 
  4. to carry out damage-avoidance and damage-reduction  obligations in the event of damage according to good  seamanship and to fulfill reporting and cooperation  obligations to participants, authorities and insurance  companies. If he doesn’t fulfill his duties, the charter  customer is fully liable for the damage himself. 
  5. to observe special wind and weather conditions, to  exercise special caution when navigating at night. 
  6. to only arrive in and leave ports under engine. To avoid  running the engine when sailing, but under no circumstances  to operate the engine when sailing with more than 10  degrees heeling. 
  7. to keep the battery voltage of all on-board batteries  above 12 volts at all times, therefore to charge the batteries  in good time via the engine, a generator or shore power  connection, if necessary, consumers should be switched off.  Bulk consumers such as anchor windlass or bow thruster may  only be operated if the battery voltage is supported in  parallel by the motor or a generator. 
  8. to only use harbors or moorings where secure entering,  leaving and mooring can be ensured over the planned period. 
  9. to enter the charter yacht only with suitable, clean and  non-marking boat shoes. 
  10. to provide towage assistance to others only in an  emergency, to tow the charter yacht only in an emergency  and to use own ropes and lines and then only to cleats,  winches or the mast base (never with a bowline-knot), so that  the towing can be solved even under tension and not to agree  on towing and recovery costs, unless the helper otherwise  would refuse to help. 
  11. to comply with the legal requirements of the countries of  stay, to inquire about any necessary licenses or driving rights  in advance. 
  12. to always duly clear inward and outward and to pay  harbor and mooring fees accordingly. 
  13. to report theft of the yacht or its accessories immediately  to the nearest police station. 
  14. to report liability damages immediately to the nearest  port authority and to keep a confirmation.
  15. not to pass on or sublet the charter yacht to third parties. 
  16. not to take on board more persons than permitted or  agreed and thus named in the crew list. 
  17. to make no changes to the ship and equipment, unless this  serves to ward off imminent damage or has been agreed in  advance with the charter company. 
  18. not to carry animals, undeclared dutiable goods or  dangerous goods or materials, not to participate in regattas  or to use the yacht for commercial purposes (e.g., for training  purposes, goods or passenger transport) without the prior  written consent of the charter company. 
  19. not to leave the save and sheltered port or berth if a  recognized or general weather forecast indicates that the  wind speed in the sea area concerned is 7 Bft or more for the  period planned for the next leg. Only if it is clearly to be  feared that the previously protected harbor or berth is at risk  of being threatened due to unexpected weather changes, the  nearest protected harbor or berth is to be approached. 
  20. The contractually agreed sea area (see point II 2) may  only be left with the express consent of the charter company. The charter company has the right to further limit this sea  area in case of uncertain or unusual navigation conditions, in  terms of space or time (for example, to pronounce a  nocturnal navigation ban). 
  21. The charter customer or skipper is responsible for the  management of the yacht and is liable to the charter  company or insurer for damages resulting from the disregard  of the required rules of conduct. Within the scope of this  contract, the crew members are vicarious agents of the  charter customer and / or skipper. 
  23. IV. Driver’s Licenses, Certificates of Competence 

The charter customer may either be the skipper of the  chartered yacht or may designate a crew member of his  choice as a skipper. 

The skipper has to prove to the charter company the  possession of the driving licenses and certificates of  competency necessary to guide the yacht in the entire  contractually stipulated sea area. Furthermore, the charter  customer assures that the skipper has all necessary nautical,  navigational and maritime knowledge and experience to  safely manage the chartered yacht under sails and / or engine  as specified in point III taking into account the responsibility  for crew and material. 

The charter company is entitled to check the skipper’s ability  to navigate before handing over the charter yacht. For this  purpose, he can demand proof of the previous experience of  the skipper prior to the conclusion of the contract and can  have the skipper show the licenses or driving licenses  required to navigate the yacht in the agreed class and area of  navigation. In the case of obvious inability to qualify for the  safe management of the charter yacht and crew, the charter  company may provide or arrange for the charter customer to  hire a skipper at his cost. If this is not possible or if the charter  customer does not agree with this, the charter company may  refuse to hand over the yacht; In this case, the charter price  paid will only be repaid on successful re-chartering at the  originally agreed charter price. If further chartering is only  possible at a lower price, the charter company is entitled to withhold the corresponding difference.

  1. Impairment of Performance 

(Charter Contract) 


Rights of the Charter customer: 

  1. a) If the charter company does not make the charter yacht  available at the latest 4 hours after the contractually agreed  date and time, the charter customer is entitled to a  proportional reduction in the charter price for the downtime  per day started. 

The same applies mutatis mutandis during the charter period  in the event of damage or defects occurring independently of  the fault of the charter company, unless these were caused  culpably by the charter customer himself. The charter  customer has to accept a restriction of use of the yacht of up  to 4 h without refund for each damage event. A restriction of  use exists from the time from which the charter customer is  considerably restricted in the use of the yacht due to a defect  and / or a repair. A reasonable change to the planned  itinerary (to allow for repair) and / or repair during normal  harbor dock times is not a use restriction. 

The charter customer may also withdraw from the contract,  subject to full refund of the payments made, if more than 24  hours have elapsed since the agreed delivery date; this  period is extended to 48 hours for a charter period of at least  10 days. 

The charter company is entitled to provide a reasonably  acceptable replacement yacht, corresponding to the needs of  the charter customer and objectively equivalent. 

If it is already clear prior to the charter that the boat will not  be available and can be handed over at the latest 4 hours  after the contractually agreed date, the charter customer has  the right to withdraw from the contract before the start of  the charter with full refund of the payments made. 

  1. b) In the event of negative deviations of the charter yacht, its  equipment or accessories from the contractually agreed  condition (defects), the charter customer is entitled to a  reasonable reduction of the charter price. To rescind he is  only entitled if the charter yacht is thereby impaired in its  seaworthiness or if navigating by using conventional navigation methods is significantly more difficult and  thereby significantly increasing the risks to the safety of boat  and crew. 

The charter customer can only claim reduction and  cancellation by a written declaration in writing to the charter  company. The declaration must be made immediately upon  notification of the defect and additionally in the check-out  protocol and justified accordingly. 

  1. c) If the charter company is not responsible for the  impairment of performance, there are no further claims of the charter customer against the charter company with  regard to an exemption for consequential damages (e.g. travel / accommodation costs). In this case, however, the  charter company assigns any claims for damages against  third parties to the charter customer. The charter company  must inform the charter customer comprehensively and  immediately about such occurrences and the possible  consequences.

  2. Rights of the Charter Company: 
  3. a) Delayed return: If the yacht is not returned within 2 hours  after the time contractually agreed with the charter  company by the fault of the charter customer, the charter 

company may require the pro rata payment of the charter  price per day started. 

In addition, the charter company is entitled to demand  compensation from the charter customer for any economic  loss the delayed return incurs (such as the cost of additional  personnel to be ordered or held or failure or partial  cancellation of subsequent charter). 

  1. b) Different place of return: If the return of the yacht does  not happen at the agreed place of return by the fault of the  charter customer, the charter company can require compensation from the charter customer for all economic  loss incurred thereby (e.g. the cost of taking over at another  location or costs for the return of the yacht on water or on  land). 
  2. c) Weather conditions do not affect the charter customer’s  duty to return the yacht in accordance with the contract,  unless there is a case of unpredictable force majeure (see also  point III.4). Both in the case of late return and if the place of  return is different, the charter company has the obligation to  minimize the financial loss and to provide the charter  customer with proof that the required costs have actually  been incurred. The charter customer can provide evidence  that no or less damage has occurred. 
  3. Cancellation Conditions 

If the charter customer withdraws from the charter contract,  except for the reasons stated under subparagraphs V 1a) and  1b), the contractually agreed cancellation costs shall apply in  relation to the pure charter price. For services, which are also  omitted by the abolition of the charter, no cancellation costs  will be charged, such as final cleaning, deposit, bed linen,  special equipment. 

If the charter customer can not start the trip, he must  immediately notify the charter company in writing, whereby  the time of the corresponding access of the charter company  is relevant. If a replacement charter succeeds under the same  conditions, the charter customer will get back the payments  made so far, minus a handling fee of € 150.-. The charter  customer can only provide a suitable replacement charter  customer with the agreement and written consent of the  charter company, who will take over the contract. In the case  of a replacement charter for discounts or for a shorter period  of time, the respective difference plus the handling fee shall  be charged to the charter customer. If different delivery and  return ports or foreign ports have been contractually agreed,  the compensation will increase by 20% each. The charter  company can withdraw from the contract if the costs  incurred are not paid on time and expressly reserves the right  to assert further claims for damages due to non-fulfillment of  the contract. In all other cases, the charter company is  entitled to the contractually agreed charter price. 

The conclusion of a charter cancellation insurance, with  special coverage of charter-typical risks (skipper’s drop out leads to the cancellation of the entire trip) is therefore  strongly recommended. 

VII. Terms of Payment 

The payment of the charter price is made as agreed in the  contract in partial payments or as a total payment. 

If the agreed payments are not made on time, the charter  company is entitled after fruitless reminder to withdraw  from the charter contract and to charter the yacht otherwise.

The charter customer has to replace loss amounts. The  contract becomes valid when charter customer and charter  company exchange concordant declarations of intent in  written or in electronic communication. 

The full payment of the charter fee to the charter company  and the contractual provision of the chartered yacht are confirmed to the charter customer by sending a “boarding pass”. Only the “boarding pass” issued by the charter  company is valid. The charter customer is obliged to check  the “boarding pass”. 

VIII. Takeover of the Charter Yacht 

The take-over of the chartered yacht can only be done by  presenting the submitted “boarding pass”. The charter  customer takes over the yacht at his own responsibility. The  charter company or its representative hands over the  charter yacht ready for sailing and otherwise in perfect  condition to the charter customer, cleaned inside and  outside, with connected gas bottle and reserve bottle and full  fuel tank. The state of the vessel, all technical functions  (especially sails, lights and engines) and the completeness of  accessories and inventory are thoroughly checked by means  of a list of equipment and a checklist by both contractors as  part of a briefing. The charter company guarantees that the  yacht and its equipment meet the requirements of the laws  and regulations applicable in the agreed charter area. 

During the check of the navigational equipment and the nautical auxiliary material such as sea maps, manuals, compass, map plotter, echo-sounder, log, radio direction finder, the charter company will inform the charter customer and point out, that despite careful and conscientious  maintenance and control, malfunctions, inaccuracies and  changes may still occur. He will also instruct the charter  customer on its cooperative duty to regularly check  navigation devices and nautical auxiliary material during the  charter period. For the reliability and accuracy of electronic  navigation aids, the charter company can not take  responsibility. 

The seaworthiness of the charter yacht and its equipment is  subsequently confirmed by both parties before being handed  over by signing a report. After this time, objections can no  longer be made successfully. This does not apply if and to the  extent that there were hidden defects at the time of delivery,  even if the charter company is not at fault here. The charter  customer may only refuse a takeover of the yacht, if the  seaworthiness is significantly reduced, not with only  insignificant deviations or defects. The right of the charter  customer to a reduction (see paragraph V 1) remains  unaffected. 

When taking over the yacht with the ship’s papers (see  paragraph II 2), the charter company must provide proof that  the yacht is under liability insurance and comprehensive  insurance in accordance with the charter contract and that  the premium has been paid. 

  1. Return of the Charter Yacht 

The charter customer returns the charter yacht to the  charter company or his representative ready for sailing in a  state stowed according to the checklist, cleaned inside and  outside (swept clean with empty waste-tanks and without  rubbish – unless otherwise agreed), with connected gas  bottle and reserve bottle and full fuel tank. The charter  company is entitled to replace used and not replenished  

material (such as fuel) at the charter customer’s expense and  to calculate the costs for it at a flat rate. 

The charter company is entitled to have the insufficient  cleaning carried out at the charter customer’s expense,  unless it has been contractually agreed that the charter  company must carry out the cleaning. 

Both parties jointly review the boats condition and the  completeness of the equipment. Already in case of suspected  damage to the yacht, the charter customer must notify the  charter company and immediately report lost, damaged or no  longer functional equipment upon return. Both, the charter  customer and the charter company, create a list of  shortcomings and losses and then use this and the checklist  to set up a protocol which is binding after being signed by  both parties. 

If the charter company refuses to write down an acceptance  report or if it does not carry out the return procedure within  2 hours after the agreed return date, the yacht is deemed to  have been handed over without defects. After this time,  objections can no longer be successfully asserted. 

In particular, the Charter Operator is not entitled to withhold the deposit for subsequently determined damages. 

This does not apply if and to the extent that there were  hidden defects upon return, the existence of which the  charter customer is responsible for as a result of intentional  or grossly negligent acts or if the Charterer refuses to sign a 

correct acceptance record. 

The sort, extent and amount of damage, which only can be  repaired at a later date and possibly after further use of the  charter yacht, must be documented in detail and binding on  both parties. 

  1. Damage 

Damage of any kind and their consequences, collisions,  accidents, no maneuverability, breakdowns, confiscation of  the yacht or other special occurrences must be reported by  the charter customer to the charter company immediately.  The charter customer must be reachable in case of damage  for instructions or questions by radio or telephone. 

Damages based on normal wear or material fatigue can be  remedied by the charter customer up to an amount of € 150.- without consultation and will be refunded on receipt to the  charter customer from the charter company. For expenses  exceeding this amount and except for cases of emergency or  in case of imminent danger, the Charterer shall inform the  Charter Operator and shall commission, document and  supervise the repair work in consultation with the Charter  Operator and, if necessary, financially make advance  payments 

Replaced parts must be kept. The charter customer has to do  everything that reduces the damage and its consequences  (e.g. failure of the yacht). 

If damage can not be remedied at the current berth, the  charter customer is obliged, at the request of the charter  company, to resort to another reasonable port or berth to  carry out the repair or to return to the contractually agreed  place of return of the yacht earlier (preferably 24 hours  before delivery), if this is acceptable and reasonable  according to the circumstances.

The right of the charter customer to a reduction (see  paragraph V 1) remains unaffected. 

  1. Liability of the Charter customer 

The charter customer is liable for all damage caused by  himself or his crew to third parties and the charter yacht,  their equipment or accessories, especially for such damages  due to incorrect operation or poor maintenance (insofar this  is task of the charter customer) of the respective aggregates  on board. 

In case of force majeure, the charter customer shall only be  liable if and insofar as the risk was culpably increased by the  skipper and / or crew (for example, leaving the port in the  event of a storm warning). 

Costs for the repair of property damage to the chartered  yacht or equipment culpably caused by the charter customer or the crew shall only be borne by the charter customer up to  the amount of his deposit (see XIV). 

In the case of intent or gross negligence, he is also liable for  claims by the hull insurer (recourse). 

If and to the extent that he is at fault, the charter customer shall also be liable for all consequential and default losses (for  example, in case of seizure), pursuant to the legal regulations  of the respective country. 

In the latter two cases, the liability of the charter customer is  not limited to the amount of the deposit and may even  exceed the value of the charter yacht due to additional costs. 

Therefore, the conclusion of a skipper liability insurance  covering this risk is strongly recommended. 

The charter customer shall not be liable for any impairment  caused by ordinary wear or tear (such as detaching seams on  sails) or damage for which the charter customer and his crew  are not at fault. 

If the charter company provides a professional skipper, he is  responsible for the yacht’s navigation and is liable for  damage caused solely by him, but not for damage caused by  the charter customer and / or the crew. 

For intentional or grossly negligent conduct of the charter  customer or his crew, for which the charter company is held  liable by third parties, without any form of even (co) fault of  the charter company, the charter customer keeps the charter  company, free of all costs and legal proceedings of all private  and criminal consequences at home and abroad. Several  charter customers are jointly and severally liable. 

The charter customer is fully liable for any damage that is  causally related to knowingly false information about the  ability to navigate. 

XII. Liability of the Charter Company Based on the charter contract, the charter company is liable  for loss or damage to the property of the charter customer or  the crew, as well as for accidents, only if the charter company  acted in gross negligence or willful misconduct but never in  case of acts by a higher authority or force majeure. 

The charter company is liable for damages caused by  inaccuracies, alterations or errors in the provided nautical  material (such as charts, manuals, compass, radio direction  finder, etc.) only if it does not explicitly inform the charter  customer or responsible skipper of the yacht about the  possibility of errors or deviations. 

However, claims for damages resulting from injury to life,  body or health based on an intentional or negligent breach of  duty and for other damages based on a willful or grossly  negligent breach of duty by the charter company shall remain  unaffected by all agreements. 

XIII. Insurance of the Charter Yacht 

The charter yacht is covered by a comprehensive insurance  for property damage to ship and equipment. In addition, a  boats liability insurance (without deductible) with a lump  sum for personal injury and property damage is existent. The  coverage of the boat’s liability insurance is at least one  million euros or dollars, depending on the currency of the  policy. 

Personal injuries caused by accidents on board, damage to  the goods carried by the charter customer and the crew, as  well as intentional or grossly negligent damage are not  covered by the comprehensive insurance, so that in principle  not the charter-company, but the responsible person (cost by-cause) is liable for the fault. 

The existence of a comprehensive insurance means no  indemnity of the charter customer by the charter company for damage that the comprehensive insurance company does  not cover, because it is based intent, gross negligence or  disregard of the provisions of the charter contract (for  example, navigating outside the agreed area) or in respect of  which the hull insurer can take recourse 

XIV. Deposit 

The charter customer pays – unless otherwise agreed – a  deposit in accordance with the charter contract. The deposit  must be paid at the latest when the yacht is handed over in  cash, by credit card or in advance by bank transfer. 

Per charter cruise, the charter customer is liable up to this  amount, for damages to the chartered yacht and its  accessories, lost equipment and theft, if the loss was caused  by the charter customer or the crew. 

The deposit is immediately due for repayment on the return  of the yacht and damage-free course of the charter. This does  not apply if the charter customer denies to sign a correct  protocol of return or if otherwise agreed. 

If a possible repair can or should only be made at a later date  and if it can be foreseen that the expenses will amount to less  than half of the deposit, then at least the half of the deposit is  due for repayment immediately. 

  1. Further Agreements, Generals, References
  2. 1) Legal Classification / Liability of parties (Charter Agency / Charter Company / Charter customer): 

If the charter contract is concluded via a charter agency, it  acts as an intermediary between the charter customer and  the charter company. A liability of the mediating agency  takes place exclusively within the scope of the tasks and  responsibility of a mediator from the contractual  relationship existing with the charter customer. 

Concerning this contract, as well as in any future contract  amendments and unilateral declarations of the charter  customer to the charter company the agent acts as  authorized representative on behalf and on account of the  charter company and is entitled to collect payments. 

2) Price List, Deviations, Modifications 

If there are any doubts or ambiguities, the prices apply in  accordance with the current price list of the charter  company. In the event that taxes, fees or charges, which are  included in the charter price by law, increase or decrease,  without the parties having any influence, charter company  and charter customer agree on a corresponding adjustment  of the contract. 

3) Deviating Charter Contracts / Secondary Contracts to be  signed on spot 

Due to regulations in the country of the charter company, the  charter customer may need to have a charter contract on  board, which is written in the language of the host country. 

If the national secondary agreement deviates in content from  this contract and its “International T & C of the YACHT POOL FairCharter-Contract”, it is agreed between the  charter company and the charter customer that only this  contract applies between them according to its 

“International T & C of the YACHT-POOL FairCharter Contract”. 

Charter customer and charter company, in agreement with  the agent (charter agency), declare that a national secondary  contract signed between charter company and charter  customer has no effect on and against the agent. 

4) GPS-Tracking of the Charter Yacht 

The charter customer agrees that the boat’s location and  other data of the ship can be recorded by means of electronic  systems (“tracking”) and transmitted to the base, the charter  company and in the event of damage to the insurer.  Furthermore the privacy policy of the charter company  applies. 

XVI. Concluding Provisions (applicable law,  severability clause) 

The chartering takes place according to the legislation  existing in the charter area. 

Verbal promises or side agreements are only valid for both  parties after written confirmation. 

Should any provision of this contract be or become invalid in  whole or in part, this shall not affect the validity of the  remaining provisions. Instead of the invalid provision, a  provision shall be deemed to have been agreed which comes  closest to the economic purpose of the parties. The same  applies in the case of a contractual gap.