EFFECTIVE DATE: 1 January 2026
This Subscriber Agreement (the "Agreement") is entered into by and between Nauticare B.V. ("Nauticare"), a private limited liability company (besloten vennootschap) incorporated under the laws of the Netherlands, registered with the Dutch Chamber of Commerce (KVK) under number 95652469, and the organization or individual agreeing to the terms of this Agreement ("Customer").
This Agreement is effective on the earliest of: (a) the date Customer (or an End User acting on Customer's behalf) clicks "I Agree," "Accept," or similar acceptance mechanism to these terms; (b) the date Customer accepts an Order Form, invoice, proposal, or similar ordering document referencing or incorporating this Agreement; or (c) Customer's access to or use of the Service (the "Effective Date").
If you are entering into this Agreement on behalf of an organization, that organization is deemed to be the Customer and you represent that you have the authority to bind that organization to this Agreement.
Nauticare shall make the Service available to Customer and its End Users pursuant to this Agreement during the applicable Subscription Term. The Service includes the features and functionality applicable to the version and subscription tier of the Service ordered by Customer.
Nauticare may update the content, functionality, and user interface of the Service from time to time in its sole discretion, including to improve performance, security, and user experience, or to comply with legal requirements. Nauticare will not materially reduce the core functionality of the paid Service during an active Subscription Term, except where required for security, legal compliance, or to prevent abuse.
Subject to Customer's compliance with this Agreement and payment of applicable fees, Nauticare grants Customer a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Service during the applicable Subscription Term solely for Customer's internal business purposes.
Except where explicitly agreed in writing by Nauticare, Customer may not assign, transfer, or resell its subscription. Where permitted, plans and accounts may be reassigned to a successor entity in connection with a merger, acquisition, or asset transfer, subject to Section 11.9 (Assignment).
Customer shall not, and shall not permit any End User to:
Nauticare shall implement and maintain appropriate administrative, organizational, and technical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data.
If Customer Data includes personal data as defined by EU Regulation 2016/679 (the GDPR), Nauticare will process such personal data in accordance with applicable data protection laws. Where Nauticare processes personal data on behalf of Customer as a processor, the parties agree that Nauticare's Data Processing Addendum (the "DPA") is incorporated by reference into this Agreement and forms part of it. Customer may be required to execute or accept the DPA (including standard contractual clauses if applicable) depending on the nature of processing.
Customer acknowledges it retains administrative control over whom it grants access to Customer Data hosted in the Service. Customer may designate one or more End Users as administrators (each an "Administrator") to manage its account and permissions.
Customer understands and agrees that, depending on configuration and permissions granted by Customer, an Administrator (and other permitted users) may have the ability to access, monitor, use, export, and delete Customer Data and other End User content. Customer is responsible for managing roles and permissions and for maintaining the security of End User accounts and passwords.
Customer is responsible for the use of the Service by its End Users and for their compliance with this Agreement. Customer is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of all Customer Data.
Customer represents and warrants that it is entitled to submit Customer Data to Nauticare and to authorize Nauticare and its service providers to process Customer Data in accordance with this Agreement on Customer's behalf. Customer shall promptly notify Nauticare if it becomes aware of any unauthorized use of or access to Customer's account or the Service.
Nauticare may request that Customer suspend the account of any End User who (a) violates this Agreement, or (b) is using the Service in a manner Nauticare reasonably believes may cause a security risk, a disruption to others' use of the Service, or liability for Nauticare.
If Customer fails to promptly suspend or terminate such End User's access, Nauticare reserves the right to suspend or restrict access. Where feasible, Nauticare will provide notice and an opportunity to cure, except in urgent cases involving security, legal compliance, or potential harm.
Customer may install or enable third-party services for use with the Service, such as online applications or products that integrate with the Nauticare API ("Third-Party Services"). Any acquisition and use of Third-Party Services is solely between Customer and the third-party provider.
Customer acknowledges that providers of Third-Party Services may access Customer Data in connection with interoperation and support. To the extent Customer authorizes such access or transmission, Nauticare is not responsible for any use, disclosure, modification, deletion, or loss of Customer Data by the third party.
Customer may access the Service on a trial basis ("Trial") subject to this Agreement, with these additional terms for Trials:
During the applicable Subscription Term, Nauticare warrants that:
Customer's exclusive remedy for breach of this warranty is for Nauticare to use commercially reasonable efforts to correct the nonconformity. If Nauticare cannot correct the nonconformity within a reasonable time, Customer may terminate the affected subscription and receive a prorated refund of prepaid, unused fees for the affected portion.
Customer warrants that:
Except as expressly provided in this Agreement and to the fullest extent permitted by law, the Service, Professional Services (if any), and all related components and information are provided on an "as is" and "as available" basis without warranties of any kind, whether express, implied, statutory, or otherwise, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
Customer acknowledges Nauticare does not warrant that the Service will be uninterrupted, timely, secure, or error-free, and Nauticare is not responsible for delays or failures caused by factors outside its reasonable control, including internet failures, third-party hosting, or telecommunications disruptions.
Subscription fees are set forth in the Order Form, invoice, or the Service checkout flow and may be based on subscription tier, number of yachts, number of users, modules, or other usage metrics.
Customer shall pay all fees when due and provide complete and accurate billing information. If paid via credit card or electronic method, Customer authorizes Nauticare to charge the selected payment method.
Payment obligations are non-cancellable and fees paid are non-refundable except as expressly stated in this Agreement. Subscriptions generally cannot be downgraded during an active Subscription Term; downgrades apply at renewal unless Nauticare agrees otherwise.
Nauticare may suspend access if fees are overdue. Suspension does not relieve Customer's obligation to pay amounts due.
Unless stated otherwise in an Order Form, subscriptions renew automatically for successive periods equal to the initial term (e.g., monthly or annually) (the "Renewal Date").
Customer authorizes Nauticare to charge applicable fees on or after the Renewal Date unless cancelled in accordance with this Agreement. To avoid renewal charges, Customer must cancel at least thirty (30) days prior to the Renewal Date (or earlier if required by the subscription plan displayed at checkout).
Cancellation during a paid term does not result in refunds, but access continues until the end of the current term.
If pricing is based on usage metrics (e.g., number of yachts/users), Customer agrees Nauticare may periodically verify metrics and invoice pro-rated adjustments where usage exceeds plan limits. If Customer upgrades mid-term, fees are calculated pro rata.
Fees are exclusive of taxes. Customer is responsible for VAT and all other applicable taxes or duties, excluding taxes based on Nauticare's net income. If withholding is required by law, Customer shall gross up payments so Nauticare receives the full amount invoiced, unless prohibited by law.
Customer agrees purchases are not contingent on delivery of future features or functionality. Nauticare may release improvements at its discretion; some features may be available only in certain tiers.
This Agreement begins on the Effective Date and remains in effect until all subscriptions under this Agreement expire or are terminated.
Either party may terminate this Agreement if the other party:
Upon expiration or termination:
Unless prohibited by law or requested otherwise by Customer, Nauticare will provide read-only access and/or export capability for sixty (60) days following termination for Customer to export Customer Data, after which Nauticare may delete Customer Data from production systems.
Customer acknowledges:
"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or should reasonably be understood as confidential, including the Service, roadmap, pricing, security information, Customer Data, and business/technical information.
Confidential Information excludes information that: (a) is public without breach; (b) was known before disclosure; (c) is independently developed; or (d) is lawfully received from a third party without obligation.
The receiving party will protect Confidential Information using at least reasonable care and will not disclose it except to Representatives with a need to know who are bound by confidentiality obligations no less protective than this Agreement.
A breach of this Section may cause irreparable harm. The disclosing party may seek injunctive relief in addition to other remedies.
If legally required to disclose, the receiving party will (where lawful) provide reasonable notice to allow the disclosing party to seek protective measures and will disclose only what is required.
Customer agrees it will not use the Service to store or transmit certain categories of highly sensitive regulated data unless Nauticare expressly agrees in writing, including: payment card data subject to PCI-DSS, health data subject to special regimes, children's data, or government identifiers requiring special handling.
Customer owns all right, title, and interest in Customer Data. Customer grants Nauticare and its service providers a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Data as necessary to:
Nauticare owns all right, title, and interest in the Service and Documentation, including enhancements, updates, and derivative works. No rights are granted except as expressly stated.
If Customer or End Users provide feedback, Nauticare may use it without restriction and without obligation, provided Nauticare does not publicly attribute feedback to Customer without consent.
Customer will defend, indemnify, and hold harmless Nauticare and its affiliates, officers, directors, employees, and agents from third-party claims arising from:
Nauticare will defend Customer from third-party claims that the Service infringes copyrights, trade secrets, or trademarks, and indemnify Customer for damages finally awarded or settlement amounts approved by Nauticare, excluding claims arising from:
If a claim is likely, Nauticare may:
The indemnified party must provide prompt notice, allow control of defense, and cooperate. Settlements requiring admission of liability or payment by the indemnified party require its consent.
Except for (i) a party's indemnification obligations, (ii) willful misconduct or gross negligence, and (iii) liability that cannot be limited under applicable law, each party's aggregate liability arising out of or related to this Agreement will not exceed the total amount paid or payable by Customer under this Agreement in the twelve (12) months preceding the event giving rise to liability.
Neither party will be liable for lost profits, lost revenue, loss of use, or any indirect, special, incidental, consequential, exemplary, or punitive damages, even if advised of the possibility, to the extent permitted by law.
The parties acknowledge these limitations allocate risk and are reflected in pricing.
Customer shall comply with applicable EU, UN, and other export control and sanctions laws and will not use the Service in violation of such laws, including providing access to embargoed regions or sanctioned parties.
The Service may be accessed globally. Customer is responsible for compliance with local laws where it or End Users use the Service. Where data transfers outside the EEA occur, the parties will rely on appropriate transfer mechanisms (e.g., SCCs) as set out in the DPA where applicable.
This Agreement is governed by the laws of the Netherlands. Any dispute arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the competent courts in Amsterdam, the Netherlands, unless mandatory law provides otherwise.
Nauticare may provide notices by email, in-app notification, or posting in the Service. Notices to Nauticare must be sent to an email address published in the Service or on Nauticare's website for legal notices, or as set out in an Order Form.
Unless Customer opts out in writing, Nauticare may include Customer's name and logo in customer lists and marketing materials. Customer may revoke this permission at any time by written notice.
Neither party is liable for failure to perform due to events beyond reasonable control, including natural disasters, war, labor disputes, internet failures, or third-party service outages.
If any provision is invalid, the remainder remains effective. Failure to enforce is not a waiver.
Neither party may assign this Agreement without the other's consent, except to an affiliate or successor in a merger/acquisition or sale of substantially all assets (not to a direct competitor), with notice.
Nauticare may update this Agreement by posting a revised version and providing notice for material changes. Continued use after the effective date constitutes acceptance.
This Agreement (and any Order Form, DPA, and attachments) is the entire agreement and supersedes prior understandings. Conflicting customer purchase order terms are rejected and void unless expressly agreed in writing by Nauticare.
This Section 12 applies to any individual who is invited to join a Customer account, workspace, yacht, fleet, or organization within the Service (each, an "Invited User"), including crew members, captains, engineers, managers, shore staff, contractors, and any other personnel.
Invited Users acknowledge and agree that:
By creating, completing, or updating a crew profile or uploading information or documents to the Service, each Invited User explicitly acknowledges and agrees that:
Visibility: Information and documents uploaded by the Invited User (including, by way of example: full name, date of birth, nationality, passport/ID details where provided, emergency contact details, medical declarations where provided, certifications, licenses, training records, visas, contracts, role history, and other documentation) may be viewed by:
Copying & Export: The Customer and permitted users may copy, download, export, print, reproduce, and store such data and documents outside the Service (for example, in internal HR systems, compliance records, vessel management systems, or email), to the extent permitted by applicable law and the Customer's internal policies.
Retention by Customer: Even if an Invited User later leaves a crew list, is removed from the workspace, or requests deletion within the Service, the Customer and permitted users may retain copies they have already accessed or exported, subject to their legal obligations (e.g., employment, maritime compliance, insurance, and safety recordkeeping).
Purpose: Such access, copying, and retention may occur for legitimate operational purposes including crewing logistics, compliance and safety management, audit readiness, certification verification, payroll/HR administration, insurance requirements, port/flag-state compliance, incident management, and vessel operations.
Acceptance: The Invited User accepts that they are submitting this information into a Customer-controlled workspace, and that Nauticare is not responsible for how the Customer or permitted users use, retain, or disclose exported copies of that data, except to the extent Nauticare is required by law to do otherwise.
Invited Users represent that information and documents they upload are accurate to the best of their knowledge and that they have the right to provide them (including rights to share third-party contact details like emergency contacts where required by law).
Invited Users acknowledge that:
Customer may remove or deactivate Invited Users at any time. After removal, the Invited User may lose access to the workspace and any content within it, but Customer may retain workspace content and exported copies as described above.