Terms of Service

1. Acceptance of these Terms

These Terms of Service (the "Terms") form a binding legal agreement between VesselFront and the legal entity that registers for, subscribes to, or otherwise accesses the Services ("Customer", "you", "your"). By creating an account, executing an order form referencing these Terms, calling the API with valid credentials, downloading, installing, accessing or using the Services, or by clicking to accept these Terms, the Customer agrees to be bound by them and confirms that the individual accepting has authority to bind the Customer.

If the individual accessing the Services does not have authority to bind the Customer, or does not agree with any part of these Terms, that person must not access or use the Services.

Where the Customer and VesselFront execute a separate written agreement (including a master services agreement, enterprise agreement, data processing agreement or order form) that expressly references these Terms, the terms of that written agreement will, in the event of conflict, prevail over these Terms only to the extent of the express conflict.

2. Definitions

In these Terms, capitalised expressions have the following meanings:

• "Affiliate" means, in relation to a party, any entity which directly or indirectly controls, is controlled by, or is under common control with that party.
• "API" means the application programming interfaces made available by VesselFront, including the RESTful endpoints accessible at api.vesselfront.com or any successor, together with the related SDKs and documentation.
• "Application(s)" means VesselFront's downloadable software clients (Windows, macOS, iOS, Android, the onboard low-bandwidth module and any messaging-channel integrations such as WhatsApp).
• "Authorised User" means an employee, officer, contractor, master, navigation officer or agent of the Customer or of a Customer Affiliate who is authorised by the Customer to access the Services, who has been issued credentials, and whose access has not been revoked.
• "Customer Data" means data and content submitted to or transmitted through the Services by or on behalf of the Customer, including vessel particulars, voyage instructions, charter-party particulars, noon reports, telemetry, AIS feeds, ENC routes (RTZ/RTZP), uploads, and any free-text prompts.
• "Documentation" means the user guides, API specifications (including OpenAPI specifications), help articles and other materials made available by VesselFront describing the Services.
• "Foundational Model" means VesselFront's neurosymbolic multi-agent routing model, fuel oil consumption models, weather models, and any other machine-learning, statistical or generative models that produce Service Output, including any large language models used to produce natural-language explanations.
• "Good Weather Definition" means a charter-party threshold (typically expressed as a combination of Beaufort wind force, Douglas Sea State, significant wave height and duration) used to determine warranted speed and consumption compliance windows.
• "Intellectual Property Rights" means patents, utility models, copyright, database rights, design rights, trade marks, trade secrets, know-how, and all other proprietary rights, in each case whether registered or unregistered, anywhere in the world.
• "Order Form" means any ordering document, online subscription confirmation, or written or electronic order accepted by VesselFront that references these Terms.
• "Service Output" means any output, recommendation, route, waypoint, schedule, fuel or emissions estimate, compliance assessment, claims report, natural-language explanation, alert or other content generated by the Services in response to Customer Data or prompts.
• "Services" means, collectively, the VesselFront web platform, the API, the Applications, the Foundational Models, the Documentation, and any associated support and content made available by VesselFront.
• "Subscription Term" means the term of the Customer's subscription to the Services as set out in an Order Form, including any renewals.
• "Third-Party Data" means data, content or services obtained by VesselFront from third parties and incorporated into or made available through the Services, including weather and oceanographic data, ENC and chart data, AIS feeds, port and tariff data, sanctions and watchlist data, and bunker price data.

3. The Services

3.1 Overview

VesselFront provides a shore-based maritime software-as-a-service platform whose principal purpose is decision support for chartering operators, voyage managers, technical and operational staff, claims handlers, and other shore-side personnel. The Services include predictive weather routing, vessel performance optimisation, charter-party compliance analytics, claims intelligence, and emissions reporting.

3.2 Service components

Subject to the Customer's Order Form, the Services include some or all of the following components:

• Web platform: the VesselFront browser-based application for voyage planning, fleet management, route analysis, reporting and administration.
• API: RESTful endpoints with associated SDKs and documentation that enable programmatic access to routing optimisation, voyage analytics, and claims and emissions outputs.
• Desktop applications: downloadable clients for Windows and macOS that interact with the platform.
• Mobile applications: downloadable clients for iOS and Android.
• Onboard low-bandwidth module: an onboard progressive web application or equivalent designed to operate at constrained VSAT bandwidths, intended for advisory use by shore-trained personnel and not as a primary navigation aid.
• Messaging-channel integrations: asynchronous interfaces such as WhatsApp for the exchange of compact summaries and confirmations.
• Foundational Models: neurosymbolic multi-agent routing models, fuel oil consumption models, and natural-language models used to generate explanations.

3.3 Beta features and closed testing

VesselFront may from time to time offer features identified as "beta", "preview", "closed testing", "alpha", "early access" or similar. Such features are provided on an as-is basis, without any warranty, service-level commitment or migration guarantee, and may be modified, suspended or discontinued at any time. The Customer's use of beta features is at its sole risk.

3.4 Evolution of the Services

VesselFront may add, modify, suspend or discontinue any feature, model, integration, region of coverage or data source at any time, provided that no material reduction of the Services that have been subscribed to under a paid Order Form will take effect during the then-current Subscription Term except where required by law, by a third-party supplier ceasing to make data available, or by safety or security considerations.

4. Eligibility, Accounts and Authentication

4.1 Eligibility

The Services are intended for use by legal entities engaged in shipping, chartering, ship management, marine insurance, brokerage, claims handling, classification, research and related professional activities. The Services are not intended for consumers, for use by minors, or for entities or persons subject to economic, trade or financial sanctions administered by competent authorities (including the European Union, the United States Office of Foreign Assets Control, the United Kingdom, and the United Nations Security Council).

4.2 Accounts and credentials

The Customer is responsible for the security, confidentiality and use of all account credentials, API keys, tokens, single sign-on configurations and other authentication materials issued or used in connection with the Services. The Customer must keep credentials confidential, must not share or transfer them outside of Authorised Users, and must promptly notify VesselFront upon any actual or suspected unauthorised use or compromise.

All activity conducted under an account or API key is deemed to have been authorised by the Customer until the Customer notifies VesselFront otherwise and VesselFront has had a reasonable period to act upon that notice. The Customer remains liable for charges, actions and consequences resulting from use of its credentials prior to such effective notification.

4.3 Authorised Users

The Customer must ensure that each Authorised User complies with these Terms as if a party. The Customer is responsible for all acts and omissions of its Authorised Users in relation to the Services.

5. Plans, Fees, Trials and Renewal

5.1 Plans and pricing

The Services may be made available on subscription, per-vessel, per-route, per-report, annual, or other plans as set out in the applicable Order Form or in the platform billing console. Unless otherwise stated, all fees are quoted exclusive of VAT and other applicable taxes, which are payable by the Customer.

5.2 Free trials and first-route offers

Where VesselFront makes a free trial, free credit, complimentary route, or similar promotional access available, such access is provided on an as-is basis, without any warranty or service-level commitment, and may be terminated by VesselFront at any time. Outputs generated during a trial remain subject to these Terms, including the disclaimers and limitations of liability set out herein.

5.3 Invoicing and payment

Fees are invoiced in accordance with the Order Form. Unless otherwise agreed, invoices are due within thirty (30) days of the invoice date. Overdue amounts bear interest at the lower of (a) the statutory rate applicable to commercial debts in the governing-law jurisdiction or (b) the maximum rate permitted by law.

5.4 Renewal

Unless the Order Form expressly states otherwise, subscriptions renew automatically for successive periods equal to the initial Subscription Term unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Renewal pricing may be updated by VesselFront upon at least thirty (30) days' written notice prior to renewal.

5.5 Disputes and chargebacks

The Customer must notify VesselFront in writing of any disputed invoice within fifteen (15) days of the invoice date. Disputed and undisputed amounts must be paid by the due date, with disputed amounts reconciled upon resolution. Chargebacks initiated without prior written notice constitute a material breach of these Terms.

6. Licence Grant and Restrictions

6.1 Subscription licence

Subject to the Customer's continued compliance with these Terms and payment of applicable fees, VesselFront grants the Customer during the Subscription Term a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services and Documentation solely for the Customer's internal business operations and in accordance with the Documentation.

6.2 Restrictions

The Customer must not, and must not permit any third party (including Authorised Users) to:

• copy, modify, translate, adapt, port, reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, model weights, training data, prompts, system messages or underlying architecture of any part of the Services;
• use the Services to build, train, fine-tune, evaluate or benchmark a competing product, service or model, or to develop derivative routing, claims, weather or vessel-performance models that compete with the Services;
• scrape, harvest, mirror or systematically extract Service Output, Third-Party Data or Documentation, including by automated agents or crawlers;
• circumvent or attempt to circumvent any rate limit, quota, authentication, watermark, audit trail, throttling, capacity restriction, geographic restriction or security measure;
• resell, redistribute, sublicense, time-share, host as a service for unrelated third parties, or otherwise make the Services available to any person who is not an Authorised User, except as expressly permitted under an Order Form;
• remove, obscure or alter any proprietary, copyright, trademark or other notices;
• use the Services in any manner that infringes third-party rights or violates applicable law, including export-control, sanctions, anti-bribery, anti-money laundering, data-protection and competition law;
• submit data that the Customer does not have the right to submit, or data that contains malicious code, prompt-injection content intended to compromise the Foundational Models, or content intended to deceive other users of the platform;
• represent any Service Output as having been independently verified, certified or audited by VesselFront, except where VesselFront has issued an express signed verification statement.

7. API-Specific Terms

7.1 Credentials

API keys (including keys prefixed "vf_live_", "vf_test_" or similar) are issued to the Customer for use only by Authorised Users and only for internal integrations. The Customer must not embed API keys in client-side or publicly accessible code or repositories. VesselFront may rotate, revoke or restrict any API key in response to a credential compromise, breach of these Terms, or suspected abuse, with reasonable subsequent notice to the Customer.

7.2 Rate limits, quotas and fair use

VesselFront may impose, modify and enforce rate limits, request quotas, payload-size limits, concurrency caps and fair-use thresholds as set out in the Documentation or in the Order Form. The Customer must comply with such limits and must implement retry logic, exponential back-off and idempotent behaviour where indicated. VesselFront may throttle or refuse requests that exceed published limits or that, in VesselFront's reasonable judgment, threaten platform stability, security, or the experience of other customers.

7.3 Derivative and integrated applications

Subject to these Terms, the Customer may integrate the API into the Customer's own internal systems, agents, copilots or ERP integrations. The Customer must not represent to any third party that VesselFront endorses such integration. The Customer remains solely responsible for the design, behaviour and outputs of any integration, including for any disclosure to its own users that the relevant outputs are advisory, model-based, and not a substitute for human judgment.

7.4 Logging and telemetry

VesselFront may log requests, responses, headers, latencies, error rates and similar operational telemetry for security, abuse detection, billing, capacity planning and product improvement. The Customer acknowledges this telemetry and consents to its processing in accordance with these Terms and the VesselFront privacy notice.

8. Foundational Models and AI Outputs

8.1 Nature of Service Output

The Foundational Models combine learned statistical patterns with hard-coded physical and regulatory constraints. While VesselFront takes commercially reasonable measures to validate, monitor and improve the models, the Customer acknowledges that all Service Output is probabilistic in nature and may diverge materially from actual outcomes due to forecast error, sensor error, modelling assumptions, data drift, sparse training coverage of specific trade lanes or vessel types, and other inherent limitations of machine learning.

8.2 Natural-language explanations

Service Output may include natural-language summaries, executive summaries, rationale and explanations produced by or with assistance from large language models. Such content is intended to aid human understanding and may contain inaccuracies, omissions, simplifications or hallucinations. The Customer must not treat natural-language content as a literal or exhaustive description of the underlying numerical output, model behaviour, regulatory position or contractual position.

8.3 No autonomous decision-making

The Services are not designed, certified or intended to operate as an autonomous decision-making system or to replace human judgment, statutory officers or licensed professionals. The Customer must not configure or use the Services, the API or any integration in a way that causes Service Output to be acted upon automatically and without competent human review where the action could affect safety of life at sea, safety of navigation, safety of cargo, protection of the marine environment, contractual exposure, or compliance with applicable law.

8.4 Use of Customer Data for model improvement

Subject to the Customer's Order Form and to applicable data-protection law, VesselFront may process Customer Data in aggregated and de-identified form to validate, evaluate, retrain, fine-tune and improve the Foundational Models and the Services. VesselFront will not use Customer Data to train models in a manner that would allow Customer Data to be reproduced verbatim by the Services to other customers. Where an Order Form provides for an opt-out from such processing, the Customer may exercise that opt-out in accordance with the Order Form.

8.5 Validation and benchmarking

Where Service Output is described as "certified", "validated", "class-approved", "audited" or similar, such description refers to the methodology, model lineage or supplier rather than to any individual Service Output. No individual route, recommendation or report is independently certified by any classification society, flag state, port state, weather service provider or other authority unless VesselFront expressly issues a signed verification statement to that effect for that specific output.

9. Customer Data, Inputs and Outputs

9.1 Ownership of Customer Data

As between the parties, the Customer retains all right, title and interest in and to Customer Data, subject to the licences granted under these Terms. The Customer represents and warrants that it has all necessary rights, consents and authority to submit Customer Data to the Services and to authorise the processing contemplated by these Terms.

9.2 Licence to VesselFront

The Customer grants VesselFront a non-exclusive, worldwide, royalty-free licence to host, store, transmit, process, copy, display, modify (only to the extent necessary to operate the Services), and create derivatives of, Customer Data, in each case solely to (a) provide and support the Services to the Customer and its Authorised Users; (b) ensure security, integrity and abuse prevention; (c) comply with legal and regulatory obligations; and (d) produce aggregated and de-identified data as described in section 9.4.

9.3 Customer responsibility for input quality

The Customer is responsible for the accuracy, completeness, timeliness and lawfulness of Customer Data. The Customer acknowledges that Service Output reflects the inputs it receives and that errors, omissions, falsified noon reports, mis-recorded drafts, mis-stated charter-party particulars, or out-of-date vessel particulars will degrade Service Output and may produce materially misleading recommendations or assessments.

9.4 Aggregated and de-identified data

VesselFront may compile aggregated, statistical and de-identified data derived from Customer Data and the Services, provided that such data does not identify the Customer or any individual and cannot reasonably be reverse-engineered to do so. VesselFront owns such aggregated and de-identified data and may use it for any lawful purpose, including benchmarking, research, model improvement, marketing and the development of new offerings.

9.5 Service Output

Subject to the Customer's payment of applicable fees and continued compliance with these Terms, the Customer may use Service Output for its internal business operations and for any external purpose consistent with these Terms, including charter-party performance assessment, internal training, internal reporting, regulatory filings to the extent permitted by law, and submission as evidence in disputes. The Customer must not represent Service Output as having been produced by any third party, or as carrying any certification, accreditation or warranty that has not been expressly provided in writing by VesselFront.

10. Decision-Support Only — No Substitute for Human Judgment

10.1 Master's overriding authority

Nothing in the Services or these Terms shall be construed as overriding, qualifying, replacing or in any way affecting the overriding authority of the master of a vessel under regulation V/34 of the International Convention for the Safety of Life at Sea (SOLAS), under any applicable flag-state or classification-society requirement, or under general maritime law and practice. The master remains responsible at all times for decisions affecting safety of life at sea, safety of navigation, safety of cargo and protection of the marine environment, and may at any time disregard or depart from any Service Output.

10.2 Statutory and regulatory compliance remains with the Customer

The Customer remains responsible for compliance with all applicable conventions and regulations, including but not limited to SOLAS, MARPOL, COLREGS, STCW, the ISM Code, the ISPS Code, IMO MEPC resolutions (including those relating to CII, EEXI, EEDI and DCS), MARPOL Annex VI ECA/SECA requirements, the EU Emissions Trading System, the EU FuelEU Maritime Regulation, IMO and regional sanctions regimes, port-state control requirements, and any flag-state, charterer or insurer instructions. The Services do not establish or relieve the Customer of any such obligation.

10.3 Not an ECDIS, not a primary navigation system

The Services are not an Electronic Chart Display and Information System (ECDIS), are not type-approved for primary navigation, and are not certified under IMO MSC.232(82), IEC 61174, IEC 62288 or any related standard. Route files exported from the Services (including in RTZ, RTZP or other formats) are intended to be reviewed, validated, modified as necessary and approved by competent navigation officers within a properly maintained ECDIS or other approved primary navigation system before being acted upon. The Customer must not rely on the Services for primary navigation, anti-collision, anti-grounding, search-and-rescue, traffic-separation-scheme compliance, or any safety-critical real-time function.

10.4 Weather routing

Weather, sea-state, swell and current information provided through the Services is derived from third-party numerical weather prediction models and oceanographic reanalyses. Such information carries inherent forecast uncertainty that increases with forecast horizon, is subject to revision, and may be unavailable, delayed or degraded for any region. Service Output relating to weather routing is advisory only and does not constitute a certified weather-routing recommendation. Where a charter-party, P&I club, insurer or flag-state requires the involvement of a designated weather-routing service or licensed weather router, the Customer remains responsible for engaging and following that service.

10.5 Charter-party compliance and claims intelligence

VesselFront's charter-party compliance assessments, good-weather analyses, performance evaluations, deviation analyses, claims-evidence reports and similar outputs are informational tools intended to support the Customer's own legal, commercial and operational analysis. They do not constitute legal advice, do not predetermine the outcome of any charter-party dispute, arbitration, mediation, court proceeding or General Average adjustment, and are not a substitute for advice from qualified maritime counsel, average adjusters or P&I correspondents. The Customer must independently review and assess all such outputs before relying on them in any commercial, contractual or evidentiary context.

10.6 Emissions, CII and regulatory reporting

Emissions calculations (including CO₂, CH₄, N₂O, SOx, NOx, CO₂e), CII rating trajectories, EU ETS exposure estimates and FuelEU Maritime estimates produced by the Services are operational indicators derived from model inputs and reported parameters. They are not statutory verification, are not produced by an accredited verifier, and do not replace verified emissions reports submitted under applicable regulations. The Customer must engage accredited verifiers and submit verified reports as required by law.

10.7 Onboard module and constrained-bandwidth use

The onboard low-bandwidth module is an advisory client intended to be used by trained shore- and bridge-side personnel as a supplement to, and never as a replacement for, properly maintained navigation systems, electronic publications and bridge procedures. The Customer is responsible for assessing the suitability of the onboard module for its operational environment, for ensuring that personnel on board are trained in its limitations, and for verifying that data displayed remains consistent with primary sources.

10.8 Acknowledged risks

The Customer specifically acknowledges and accepts the risks that (a) weather forecasts may diverge from actual conditions; (b) AIS feeds may be incomplete, falsified or unavailable; (c) noon reports and telemetry may be inaccurate or incomplete; (d) Foundational Models may produce inaccurate, biased or hallucinated outputs; (e) third-party data sources may be revised, withdrawn or replaced; and (f) the Services may be unavailable for periods of maintenance, force majeure or otherwise. The Customer accepts these risks as inherent to model-based decision support.

11. Third-Party Data, Services and Content

The Services incorporate Third-Party Data, including but not limited to numerical weather prediction outputs and reanalyses, oceanographic data, AIS feeds, electronic navigational chart data, port and tariff data, sanctions and watchlist data, bunker price data, and emissions factors. Such Third-Party Data is made available subject to the terms imposed by its respective suppliers, and may be modified, restricted, delayed, withdrawn or replaced at any time.

VesselFront makes no representation or warranty as to the accuracy, completeness, currentness or fitness for purpose of any Third-Party Data, and disclaims all liability arising from its use. Where a Third-Party Data supplier imposes downstream obligations on end users (including attribution, no-redistribution, no-derivative or licence flow-through obligations), the Customer must comply with such obligations as if a party to the upstream licence.

Where the Services link to, or otherwise interoperate with, third-party services, platforms, devices, ECDIS systems, fleet management systems or onboard hardware, such interoperation is provided as a convenience. VesselFront is not responsible for the availability, accuracy, security, regulatory compliance, or behaviour of any such third party.

12. Intellectual Property

12.1 VesselFront IP

All right, title and interest in and to the Services, the Foundational Models (including model weights, training methodologies, prompts and system messages), the Documentation, the API, the Applications, the user interfaces, the underlying source code and any improvements, modifications or derivatives thereof, together with all related Intellectual Property Rights, are and shall remain the exclusive property of VesselFront and its licensors. No rights are granted to the Customer other than those expressly set out in these Terms.

12.2 Customer IP

The Customer retains all Intellectual Property Rights in Customer Data. The Customer grants VesselFront only the licences expressly set out in these Terms.

12.3 Feedback

If the Customer provides VesselFront with feedback, suggestions, ideas, enhancement requests or recommendations relating to the Services ("Feedback"), the Customer grants VesselFront a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable licence to use, modify, incorporate and otherwise exploit the Feedback for any purpose, without any obligation of attribution or compensation.

12.4 Trademarks

"VesselFront", the VesselFront logo, and other trademarks, service marks and trade dress associated with the Services are the property of VesselFront. No use of these marks is permitted other than as expressly authorised in writing by VesselFront.

13. Confidentiality

"Confidential Information" means any non-public information disclosed by one party to the other in connection with the Services that is identified as confidential, or that a reasonable recipient would understand to be confidential by its nature or the circumstances of disclosure. Confidential Information includes the Services, the Foundational Models, the Documentation, pricing, technical roadmaps, security details, Customer Data, and information about either party's business, customers or operations.

Each party will (a) use the other party's Confidential Information only as necessary to exercise its rights or perform its obligations under these Terms; (b) protect such Confidential Information with at least the same degree of care it uses to protect its own Confidential Information of similar nature, and in no event less than a reasonable degree of care; and (c) disclose Confidential Information only to its personnel, advisors and subcontractors who have a need to know and who are bound by obligations of confidentiality no less protective than those set out here.

Confidential Information does not include information that (a) is or becomes generally known to the public other than through breach of these Terms; (b) was rightfully known to the receiving party without obligation of confidentiality before receipt; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without obligation of confidentiality. A party may disclose Confidential Information to the extent required by law or judicial order, provided that, where lawful, it notifies the other party and cooperates in seeking protective relief.

14. Data Protection and Privacy

Each party will comply with applicable data-protection and privacy laws, including, where applicable, Regulation (EU) 2016/679 (the General Data Protection Regulation), the United Kingdom Data Protection Act 2018, and any equivalent national legislation.

Where VesselFront processes personal data on behalf of the Customer, such processing is governed by VesselFront's Data Processing Addendum, which is incorporated into these Terms by reference and which the Customer is deemed to accept by use of the Services. The Customer is the data controller in respect of personal data submitted by it; VesselFront acts as a data processor. Cross-border transfers, where necessary, are conducted on the basis of appropriate safeguards under applicable law (including, where applicable, the EU Standard Contractual Clauses).

The Customer is responsible for issuing all required transparency notices to its Authorised Users and other data subjects, for obtaining any necessary consents or other lawful bases for processing, and for not submitting to the Services any personal data that it is not entitled to submit. The Customer must not submit special-category personal data, criminal-conviction data or data subject to sectoral regulation (such as payment-card data) other than in fields specifically intended for such data.

15. Service Availability, Maintenance and Support

VesselFront will use commercially reasonable efforts to make the Services available to the Customer in accordance with the service-level commitments (if any) set out in the applicable Order Form or service-level annex. In the absence of an express service-level annex, no specific level of availability is guaranteed.

VesselFront may perform scheduled maintenance during published maintenance windows and may perform emergency maintenance at any time as necessary to protect the security, integrity or stability of the Services. VesselFront will use commercially reasonable efforts to minimise disruption.

Support is provided in accordance with the support plan applicable to the Customer's subscription. Support is not a substitute for in-house competence in maritime operations, navigation, charter-party administration or claims handling.

16. Acceptable Use and Prohibited Activities

In addition to the restrictions set out in section 6, the Customer must not, and must not permit any Authorised User or third party to:

• use the Services in support of, or for the benefit of, any sanctioned person or jurisdiction, or in furtherance of any activity prohibited by applicable sanctions, export-control or anti-money-laundering law;
• use the Services to facilitate, plan or conceal smuggling, illegal fishing, illegal arms transfer, narcotics trafficking, human trafficking, sanctions evasion (including ship-to-ship transfers intended to obscure origin or destination), AIS spoofing, or the misrepresentation of vessel identity or cargo;
• submit, transmit or generate, through the Services, content that infringes Intellectual Property Rights, breaches a duty of confidence, contains malware, or is unlawful, defamatory, harassing, discriminatory, obscene or otherwise objectionable;
• interfere with or disrupt the Services, the underlying infrastructure, the API endpoints, or any other customer's use of the Services, including by denial-of-service techniques or by probing for vulnerabilities other than through any authorised disclosure programme;
• use the Services to make decisions that, by law, must be made by a natural person (including a vessel's master) without competent human review of the relevant Service Output.

VesselFront may, but is not obliged to, monitor use of the Services for compliance with these Terms. VesselFront may take any reasonable action it considers necessary in response to a violation, including throttling, suspending or terminating access, removing offending content, notifying competent authorities, and pursuing remedies under these Terms and at law.

17. Suspension, Termination and Effect of Termination

17.1 Suspension

VesselFront may immediately suspend the Customer's access to the Services, in whole or in part, if VesselFront reasonably believes that (a) the Customer is in material breach of these Terms; (b) the Customer's use of the Services poses a security, legal, regulatory, sanctions or reputational risk; (c) any fees are overdue beyond fifteen (15) days after written notice of non-payment; or (d) immediate suspension is required to comply with law or with the instructions of a competent authority.

17.2 Termination for cause

Either party may terminate these Terms and any Order Form for cause upon written notice if the other party (a) commits a material breach that, if capable of cure, is not cured within thirty (30) days of written notice describing the breach in reasonable detail; or (b) becomes insolvent, makes an assignment for the benefit of creditors, files for or becomes subject to bankruptcy, administration, liquidation or analogous proceedings.

17.3 Effect of termination

Upon termination or expiry, (a) all rights of the Customer to use the Services cease immediately; (b) the Customer must promptly pay all amounts accrued through the effective date of termination; (c) the Customer must cease all use of the Documentation and destroy or return any VesselFront Confidential Information in its possession; and (d) for a period of thirty (30) days, VesselFront will make Customer Data available for export in the formats then supported by the Services. Thereafter, VesselFront may delete Customer Data, subject to its lawful retention obligations and its right to retain aggregated and de-identified data.

17.4 Survival

Sections 6.2 (Restrictions), 8 (Foundational Models), 9 (Customer Data), 10 (Decision-Support Only), 12 (IP), 13 (Confidentiality), 17.3 and 17.4, 18 (Disclaimers), 19 (Limitation of Liability), 20 (Indemnification), 22 (Export, Sanctions), 24 (Maritime-Specific), 27 (Governing Law) and 28 (General Provisions), together with any other provision intended by its nature to survive, will survive termination or expiry.

18. Disclaimers of Warranties

Without limiting the foregoing, VesselFront does not warrant that (a) the Services will meet the Customer's requirements or expectations; (b) the Services will operate uninterrupted, secure or error-free; (c) any defect will be corrected; (d) Service Output will be accurate, complete, timely, reliable, suitable for any particular voyage or vessel, or sufficient to satisfy any charter-party, statutory, evidentiary or claims-handling requirement; or (e) any Third-Party Data is accurate, current or fit for purpose.

The Customer acknowledges that maritime operations are inherently subject to risks beyond VesselFront's control, including weather, sea state, mechanical failure, navigation error, geopolitical events, port congestion and human factors, and that no software service can eliminate such risks. The Customer's sole and exclusive remedy in respect of any dissatisfaction with the Services is to discontinue use of the Services, subject to its payment obligations.

19. Limitation of Liability

19.1 Exclusion of indirect and special damages

19.2 Aggregate cap

19.3 Trial and beta cap

In respect of any Services accessed under a free trial, beta, closed-testing or other non-paid arrangement, VesselFront's total aggregate liability will not exceed one hundred euros (€100).

19.4 Carve-outs

Nothing in these Terms excludes or limits either party's liability for (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

19.5 Basis of the bargain

The Customer acknowledges that the fees for the Services have been set on the basis of the limitations and disclaimers in these Terms, that such limitations represent a reasonable allocation of risk, and that VesselFront would not enter into these Terms in the absence of such limitations. Each limitation will apply even if any limited or exclusive remedy fails of its essential purpose.

20. Indemnification by the Customer

20.1 Customer indemnity

The Customer shall defend, indemnify and hold harmless VesselFront, its Affiliates and each of their respective directors, officers, employees, agents, contractors, suppliers and licensors (the "VesselFront Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, investigations, losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable legal fees and disbursements on a solicitor-and-client basis) brought by any third party or incurred by a VesselFront Indemnitee, arising out of or relating to:

• the Customer's or its Authorised Users' access to or use of the Services, including any reliance on Service Output;
• any decision taken by the Customer, its Authorised Users, a master, a navigation officer or any other person on the basis of, or following, Service Output, including any navigation, routing, port-call, bunkering, cargo, ballast, hire, off-hire, performance, deviation, claims, demurrage, despatch or charter-party decision;
• any collision, allision, grounding, contact, stranding, pollution event, wreck-removal event, personal injury, death, cargo damage, cargo loss, delay, deviation, salvage event, general-average event, war-risk event or other casualty involving any vessel, however connected, factually or causally, to the Customer's use of the Services;
• any claim that Customer Data, or the Customer's use of the Services, infringes the Intellectual Property Rights, privacy rights, publicity rights, or other rights of any third party, or violates any law, regulation, convention or charter-party obligation;
• any breach by the Customer of these Terms (including section 6, section 10, section 16 and section 22);
• any dispute between the Customer and any third party, including any charterer, sub-charterer, head-owner, disponent owner, shipper, consignee, port authority, classification society, flag state, P&I club, hull underwriter, cargo underwriter, regulator or claims adjuster;
• any tax, duty, levy or charge for which the Customer is responsible under these Terms or under applicable law.

20.2 Procedure

As a condition of the indemnity, VesselFront will (a) promptly notify the Customer of the claim (provided that failure to do so will not relieve the Customer of its indemnification obligation except to the extent of actual prejudice); (b) provide the Customer with reasonable cooperation, at the Customer's expense; and (c) grant the Customer sole control of the defence and settlement of the claim, save that no settlement may admit liability on the part of any VesselFront Indemnitee, impose any non-monetary obligation on any VesselFront Indemnitee, or fail to include an unconditional release of the VesselFront Indemnitees, in each case without VesselFront's prior written consent.

21. Insurance

The Customer represents that it maintains, and will maintain throughout the Subscription Term, insurances customary for a prudent shipowner, operator, manager, charterer, insurer, claims handler or other maritime professional in the Customer's position, including hull and machinery insurance, protection and indemnity insurance with an International Group club or a comparable insurer where applicable, war-risk insurance, cyber insurance, and professional indemnity insurance as appropriate to its role. The Customer acknowledges that the existence of such insurances is a material assumption on which VesselFront has agreed to provide the Services.

22. Export Controls, Sanctions and Anti-Bribery

The Customer represents and warrants that (a) neither the Customer, nor any of its Affiliates, owners (direct or indirect), directors, officers, employees, or end users of the Services, is a sanctioned person under EU, UK, US (OFAC), UN or any other applicable sanctions regime; (b) the Customer will not use the Services to facilitate any transaction, voyage, charter, cargo or counterparty that is prohibited under applicable sanctions or export-control law; (c) the Customer will not export, re-export or otherwise make available the Services, any Service Output, the API or the Applications to any sanctioned jurisdiction or sanctioned person; and (d) the Customer will comply with all applicable anti-bribery, anti-corruption and anti-money-laundering laws, including the UK Bribery Act 2010, the US Foreign Corrupt Practices Act 1977 and equivalent legislation.

The Customer must promptly notify VesselFront if it becomes aware of any actual or potential breach of this section. VesselFront may suspend or terminate the Services immediately upon any actual or reasonably suspected breach, without liability.

23. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by events beyond its reasonable control, including acts of God, severe weather, earthquake, fire, flood, war, armed conflict, civil unrest, terrorism, piracy, embargo, sanctions, government action, epidemic or pandemic, public-health emergency, labour dispute, internet, telecommunications, cloud-provider or third-party data outage, denial-of-service attack, or unavailability of materials or third-party services. The affected party will use commercially reasonable efforts to mitigate the effects and resume performance as soon as practicable.

24. Maritime-Specific Acknowledgments and Releases

24.1 Release

The Customer, on its own behalf and on behalf of its Affiliates, charterers, sub-charterers, head-owners, disponent owners, managers, masters, officers, crew, agents, insurers and underwriters (collectively, the "Releasors"), to the maximum extent permitted by applicable law, releases and discharges the VesselFront Indemnitees from any and all claims, demands, causes of action, damages and liabilities of any kind, whether known or unknown, arising out of or relating to (a) any decision taken in connection with any voyage, vessel, cargo, person or contract on the basis of Service Output, and (b) any casualty, claim or dispute involving any vessel that has, at any time, been the subject of Service Output. The Customer shall procure that each Releasor is bound by this release as if a party.

24.2 No safety-critical certification

The Customer acknowledges that the Services have not been, and are not intended to be, certified, type-approved or otherwise validated by any flag state, port state, classification society, IMO body, IEC body, ISO body or other competent authority for use as a safety-critical, real-time, or primary navigation system, and that any reference on VesselFront's materials to industry certifications (such as classification-society Smartship recognition) relates to operational and process maturity rather than to the safety-of-life-at-sea fitness of any individual Service Output.

24.3 No legal, financial or insurance advice

The Services do not provide legal advice, regulatory advice, financial advice, tax advice, accounting advice or insurance advice. Service Output relating to charter-party performance, claims, sanctions, emissions compliance, regulatory exposure or commercial outcomes is informational only. The Customer must obtain advice from qualified professionals before taking any action where such advice would normally be obtained.

25. Modifications to the Services and to these Terms

VesselFront may modify these Terms from time to time. Where a modification is material and adverse to the Customer, VesselFront will provide reasonable advance notice (typically by email to the account contact or by in-product notice). The modified Terms will take effect on the date specified in the notice and will not apply retroactively to disputes arising before that date. Continued use of the Services after the effective date constitutes acceptance of the modified Terms. Where the Customer does not accept a material adverse modification, the Customer's sole remedy is to terminate the affected Order Form by written notice given before the effective date, in which case VesselFront will refund any pre-paid, unused fees on a pro rata basis for the unused portion of the Subscription Term.

26. Notices

Notices to VesselFront under these Terms must be in writing and sent to info@vesselfront.com (or such other address as VesselFront may notify), with a copy to VesselFront's registered office. Notices to the Customer may be sent to the email address associated with the Customer's account or to any other address provided by the Customer in an Order Form. Notices are deemed received on the next business day in the jurisdiction of the recipient.

27. Governing Law and Dispute Resolution

27.1 Governing law

These Terms, and any non-contractual obligations arising out of or in connection with them, are governed by and construed in accordance with the laws of England and Wales, without regard to its conflict-of-laws provisions. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

27.2 Arbitration

Any dispute, controversy or claim arising out of or in connection with these Terms, including any question regarding their existence, validity, breach or termination, shall be referred to and finally resolved by arbitration in London, England, in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time of commencement of the arbitration, which Terms are deemed to be incorporated by reference into these Terms. The arbitration shall be conducted in the English language by a tribunal of three arbitrators, save that for claims with a quantum below five hundred thousand euros (€500,000), the LMAA Small Claims Procedure or LMAA Intermediate Claims Procedure (as appropriate to the quantum) shall apply. The seat of arbitration shall be London. The award shall be final and binding on the parties and may be entered for enforcement in any court of competent jurisdiction.

27.3 Injunctive relief

Notwithstanding section 27.2, either party may seek interim or conservatory relief (including injunctive relief in respect of breaches of confidentiality or Intellectual Property Rights) from any court of competent jurisdiction without first resorting to arbitration.

27.4 No class actions

To the maximum extent permitted by applicable law, all disputes will be resolved on an individual basis. No party may bring or participate in any class, collective, representative or consolidated action against the other party.

28. General Provisions

28.1 Entire agreement

These Terms, together with any Order Form, the Data Processing Addendum and any service-level annex incorporated by reference, constitute the entire agreement between the parties in respect of the Services and supersede all prior or contemporaneous agreements, communications and understandings, whether oral or written. Pre-printed terms on any purchase order or similar Customer document are of no effect.

28.2 No partnership

Nothing in these Terms creates any partnership, joint venture, agency, fiduciary or employment relationship between the parties.

28.3 Third-party rights

Save for the VesselFront Indemnitees (in respect of section 20 and section 24), no person who is not a party to these Terms has any right under the Contracts (Rights of Third Parties) Act 1999 or any equivalent law to enforce any provision of these Terms.

28.4 Assignment

The Customer may not assign, novate, sub-contract or otherwise transfer these Terms or any rights or obligations under them, in whole or in part, without VesselFront's prior written consent. VesselFront may assign or transfer these Terms in connection with a corporate reorganisation, merger, acquisition or sale of substantially all of its assets.

28.5 Severability and waiver

If any provision of these Terms is held to be invalid, illegal or unenforceable, the remaining provisions will continue in full force and effect, and the invalid provision will be modified to the minimum extent necessary to achieve its intended purpose. Failure to enforce any right or provision is not a waiver of that right or provision.

28.6 Counterparts and electronic execution

Where these Terms or any related Order Form are executed in counterparts (including by electronic signature), each counterpart shall be deemed an original and all counterparts together shall constitute one instrument.

28.7 Language

The English-language version of these Terms shall prevail over any translation.

29. Contact

Questions about these Terms may be directed to:

— End of Terms of Service —