Terms and Conditions

1. About these Terms

These Terms and Conditions (“Terms”) are a legally binding agreement between you and Rhumb Inc, a corporation incorporated under the laws of the State of Delaware, United States of America, with Delaware State File Number 10727282 and registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, United States of America, operating under the names Aquina, Aquina.ai and Aquina Ship OS (“Aquina”, “we”, “us”, “our”).

These Terms are structured in three parts:

• Part A (Clauses 3–5) — Website Terms of Use. Apply to everyone who visits or uses aquina.ai.
• Part B (Clauses 6–21) — Platform Subscription Terms. Apply to organisations that subscribe to the Aquina Ship OS platform and to their authorised users.
• Part C (Clauses 22–32) — General Provisions. Apply to both.

Priority of documents. Where a Customer and Aquina have executed a Master Subscription Agreement (“MSA”), Order Form, Statement of Work (“SOW”), Data Processing Addendum (“DPA”) or Service Level Agreement (“SLA”), those documents prevail over these Terms to the extent of any conflict, in the following order: (1) Order Form; (2) SOW; (3) DPA; (4) SLA; (5) MSA; (6) these Terms. Absent such an executed agreement, these Terms govern in full.

2. Definitions

“Aquina Ship OS” or “Platform” — our cloud-hosted, configuration-driven maritime enterprise software suite, comprising such modules as are specified in the applicable Order Form, which may include vessel and fleet management, planned maintenance, procurement and inventory, crewing and payroll support, voyage and chartering operations, bunker management, technical superintendence, HSQE and incident management, ISM, ISPS and MLC documentation, emissions and regulatory reporting including IMO DCS, EU MRV, EU ETS and CII workflows, port and agency coordination, document management, analytics and AI-assisted decision support, together with associated mobile and offline-capable vessel applications and APIs.

“Authorised User” — an individual to whom the Customer grants access to the Platform, including the Customer’s employees, seafarers, crew, contractors, superintendents, agents, ship managers and, where the Order Form permits, the Customer’s own customers or counterparties.

“Confidential Information” — non-public information disclosed by one party to the other that is designated confidential or would reasonably be understood to be confidential, including Platform architecture, source code, pricing, roadmaps, security documentation, commercial terms, Customer Data, vessel commercial data, charter and freight terms, and business plans.

“Customer”, “you” (in Part B) — the organisation that subscribes to the Platform, and its affiliates named in the Order Form.

“Customer Data” — all data, content, records, documents, files and information submitted to, uploaded into, generated within or transmitted through the Platform by or on behalf of the Customer or its Authorised Users, including vessel particulars, noon and voyage reports, maintenance and defect records, purchase and stock records, crew and seafarer records, certificates, charter-party and commercial data, and outputs derived specifically for the Customer.

“Deployment” — the logically segregated instance of the Platform provisioned for a Customer, together with that Customer’s configuration, branding and data.

“Documentation” — the user guides, administrator manuals, API references, module specifications and technical documents we make available for the Platform.

“Order Form” — a mutually executed ordering document, or online order, specifying the modules, vessels, user tiers, term, fees and any special terms.

“Professional Services” — implementation, configuration, data migration, integration, training, consulting and other services described in an SOW.

“Subscription Term” — the period stated in the Order Form during which Authorised Users may access the Platform.

“Usage Data” — technical and statistical data relating to the configuration, performance, availability, security and use of the Platform, in aggregated or de-identified form that does not identify the Customer, any Authorised User or any vessel.

Part A — Website Terms of Use

3. Permitted use of the Website

We grant you a limited, revocable, non-exclusive, non-transferable licence to access and view the Website for lawful business-evaluation and informational purposes.

You must not:

1. copy, reproduce, republish, frame, mirror, scrape, harvest or systematically extract Website content, except that you may print or download individual pages for internal reference with all proprietary notices intact;
2. use automated means — bots, crawlers, spiders or scrapers — to access the Website, other than search-engine crawlers operating in accordance with our robots.txt;
3. attempt to gain unauthorised access to any part of the Website, the Platform, or any connected system, network or account;
4. probe, scan or test the vulnerability of our systems, or breach or circumvent any authentication, rate-limiting or security measure, except under a written authorisation from us;
5. introduce any virus, worm, trojan, ransomware, logic bomb or other malicious code;
6. interfere with or disrupt the integrity or performance of the Website, including through denial-of-service or excessive-load activity;
7. use the Website to transmit unlawful, defamatory, obscene, harassing, infringing or misleading content;
8. impersonate any person or entity, or misrepresent your affiliation;
9. use the Website or its content for competitive benchmarking, or to build or market a competing product; or
10. remove, obscure or alter any copyright, trademark or other proprietary notice.

Responsible disclosure. If you identify a security vulnerability, please report it to admin@aquina.ai and refrain from exploiting it or accessing data that is not yours. We will not pursue action against good-faith researchers who follow this process.

4. Website content, accuracy and third-party links

Website content — including product descriptions, module capabilities, screenshots, regulatory explainers, whitepapers, blogs, case studies, benchmarks and roadmap statements — is provided for general information only. It:

• does not constitute legal, regulatory, classification, technical, navigational, insurance, tax or financial advice;
• does not constitute an offer capable of acceptance, a warranty, or a binding commitment as to product features, timelines or performance;
• may describe features that are in development, in beta, or available only in certain tiers; and
• may become outdated, as maritime regulation from the IMO, the European Union, flag states and port states changes frequently.

Forward-looking statements about future modules, capabilities or timelines reflect our current intentions only and are not commitments. Only an executed Order Form creates binding obligations as to what we will deliver.

The Website may link to third-party sites, registries, regulatory publications or partner resources. We do not control and are not responsible for their content, availability, accuracy or practices, and a link does not imply endorsement.

5. Submissions and feedback

Any suggestion, idea, enhancement request, review or feedback you submit about the Website or the Platform (“Feedback”) is provided voluntarily and on a non-confidential basis. You grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, sub-licensable licence to use, reproduce, modify, incorporate and commercialise the Feedback without restriction, attribution or compensation. Do not submit Feedback that you are not free to license on these terms, or that contains confidential information of a third party.

Part B — Platform Subscription Terms

6. Grant of rights and provision of service

6.1 Licence. Subject to these Terms, the applicable Order Form and payment of all fees, Aquina grants the Customer a non-exclusive, non-transferable, non-sublicensable, revocable right during the Subscription Term to access and use the Platform, and to permit its Authorised Users to do so, solely for the Customer’s internal business operations in the maritime sector.

6.2 Scope metrics. Access is limited to the scope stated in the Order Form, which may be measured by number of vessels, deadweight tonnage, named or concurrent users, modules enabled, API call volume, storage, or a combination. Use in excess of the contracted scope entitles Aquina to invoice for the excess at the then-current list rate, pro-rated, on notice to the Customer.

6.3 Delivery model and regional provisioning. The Platform is provided as a hosted service. Except where an Order Form expressly provides for an on-premise, private-cloud or vessel-side deployment, the Customer receives no right to receive or possess a copy of the Platform software. The Platform is operated as a multi-region service: the region or regions in which a Deployment is hosted, its disaster-recovery pairing, and any data-residency commitment are stated in the Order Form and described in Section 14 of the Privacy Policy. Migrating a live Deployment between regions is a Professional Service.

6.4 Deployment isolation. The Platform is delivered as a configuration-driven hosted service on shared infrastructure, with each Customer’s Deployment logically segregated and that Customer’s data owned by, and accessible only to, that Customer. Aquina maintains controls designed to prevent any Customer from accessing another Customer’s data. Where an Order Form specifies a dedicated or isolated environment, the applicable terms and fees will be set out there.

6.5 Affiliates and managed fleets. A Customer acting as a ship manager, technical manager or commercial manager may permit access to Authorised Users of vessels or owners under its management, provided such vessels and users are within the Order Form scope, the Customer remains fully responsible for their compliance with these Terms, and the Customer has the necessary authority and lawful basis to place their data in the Platform.

6.6 Beta and evaluation features. Features labelled beta, preview, pilot, early-access or evaluation are provided as is, without SLA, support commitment or warranty, and may be modified or withdrawn at any time. They must not be relied on for statutory compliance, or for safety-critical or operationally critical purposes.

6.7 Reservation of rights. All rights not expressly granted are reserved. No rights are granted by implication, estoppel or otherwise.

7. Customer obligations and acceptable use

7.1 Account security. The Customer is responsible for maintaining the confidentiality of credentials, configuring roles and permissions appropriately, enabling multi-factor authentication where available, promptly de-provisioning departed users, and notifying us immediately of any suspected unauthorised access. The Customer is responsible for all activity occurring under its accounts, other than activity resulting from Aquina’s own breach of its security obligations.

7.2 Customer Data responsibility. The Customer is solely responsible for the accuracy, quality, legality, completeness and integrity of Customer Data, for having all necessary rights, consents, notices and lawful bases to submit it to the Platform, and for determining the appropriateness of Platform outputs for its purposes.

7.3 Prohibited uses. The Customer and its Authorised Users must not:

1. reverse-engineer, decompile, disassemble or attempt to derive source code, algorithms, model weights or data structures of the Platform, except to the limited extent such restriction is unenforceable under applicable law;
2. copy, modify, translate, create derivative works of, or remove proprietary notices from the Platform or Documentation;
3. rent, lease, lend, resell, sublicense, distribute, timeshare, or provide the Platform as a service bureau or on a managed-service basis to any third party outside the Order Form scope;
4. use the Platform to develop, train or improve a competing product or service, or to conduct competitive benchmarking without our prior written consent;
5. exceed contracted scope, share individual named-user credentials, or circumvent usage limits, rate limits or licensing controls;
6. upload malicious code, or content that infringes third-party intellectual property, privacy or publicity rights;
7. use the Platform in violation of any applicable law, including maritime safety, environmental, labour, competition, sanctions, export-control, anti-bribery, anti-money-laundering or data protection law;
8. use the Platform to facilitate, conceal or record activity that is unlawful — including sanctions evasion, AIS manipulation or spoofing, or falsification of oil record books, ballast water records, garbage record books, hours-of-rest or work records, cargo documentation, bunker delivery notes, emissions data or statutory certificates;
9. perform penetration testing, load testing, vulnerability scanning or automated stress testing without our prior written authorisation;
10. use the Platform as a navigational aid, ECDIS, collision-avoidance, dynamic-positioning, machinery-control or other safety-critical system (see Clause 13); or
11. attempt to access another Customer’s data or Deployment.

7.4 Compliance responsibility. The Platform is a tool that supports compliance workflows. It does not itself discharge the Customer’s obligations under SOLAS, MARPOL, COLREG, the ISM Code, the ISPS Code, the Maritime Labour Convention 2006, STCW, the Ballast Water Management Convention, IMO DCS, EU MRV, EU ETS or FuelEU Maritime, or the requirements of any flag state, port state, classification society, P&I club or insurer. The Customer remains solely responsible for its statutory and contractual compliance, for verifying data submitted to authorities, and for retaining records as law requires.

7.5 Third-party integrations. Where the Customer enables an integration with a third-party system — accounting or ERP software, AIS or position providers, weather routing services, email or messaging systems, class or flag portals, bunker or port-cost databases, payroll providers, or vessel satellite communication providers — the Customer authorises the resulting data exchange. Aquina is not responsible for the availability, accuracy, security or practices of third-party systems, and disruption in them does not constitute an Aquina SLA failure. Third-party terms govern the Customer’s use of those systems.

7.6 Enforcement and suspension. We may suspend access, in whole or in part, immediately and without liability, where we reasonably believe suspension is necessary to prevent material harm to the Platform or other Customers; to address a serious security threat or active compromise; to comply with law, court order or a sanctions requirement; or to address a breach of Clause 7.3 or non-payment under Clause 9.5. Except where immediate action is required, we will give notice and a reasonable opportunity to cure, and will restore access promptly once the cause is resolved.

8. Service levels, support and changes

8.1 Availability. Aquina will use commercially reasonable efforts to make the production Platform available at least 99.5% of the time each calendar month, measured as set out in the SLA and excluding: (a) scheduled maintenance notified at least 48 hours in advance; (b) emergency maintenance; (c) failures of the Customer’s own systems, networks, devices or configurations; (d) failures of third-party services or integrations outside our control; (e) vessel satellite or shore-side connectivity limitations; (f) suspension permitted under these Terms; and (g) Force Majeure.

8.2 Vessel-side and offline operation. Where the Platform includes offline-capable vessel applications, availability commitments apply to the shore-side service only. Synchronisation between vessel and shore depends on the vessel’s satellite or shore connectivity, which is outside our control. The Customer is responsible for ensuring adequate connectivity and for bandwidth costs.

8.3 Support. Support is provided in accordance with the tier in the Order Form, through admin@aquina.ai and the support portal. Unless otherwise stated, target first-response times are: Severity 1, production down or safety-affecting — 1 hour, 24×7; Severity 2, major function impaired — 4 business hours; Severity 3, minor issue or workaround available — 1 business day; Severity 4, query or enhancement request — 3 business days. Response targets are not resolution guarantees.

8.4 Remedy for SLA shortfall. Where the SLA provides service credits, those credits are the Customer’s sole and exclusive remedy for availability shortfalls. Credits must be claimed in writing within 30 days of the end of the affected month, and are applied against future invoices. If availability falls below 95% in any two consecutive months, the Customer may terminate the affected subscription on 30 days’ written notice and receive a pro-rata refund of prepaid unused fees.

8.5 Changes to the Platform. We continuously improve the Platform and may add, modify or enhance features. We will not materially reduce the core functionality of a purchased module during a paid Subscription Term. If we intend to deprecate a material feature, we will give at least ninety (90) days’ notice and, where reasonably practicable, provide a functionally comparable replacement or migration path. If a deprecation materially and adversely affects the Customer’s use and no comparable replacement is offered, the Customer may terminate the affected module on notice and receive a pro-rata refund of prepaid unused fees.

8.6 Maintenance. Routine maintenance is scheduled where practicable outside primary business hours in the Customer’s principal operating region. Emergency maintenance may be performed at any time, with notice as soon as reasonably possible.

9. Fees, invoicing and taxes

9.1 Fees. Fees, currency, billing frequency and payment terms are as stated in the Order Form. Unless stated otherwise, fees are quoted exclusive of taxes and are payable in advance in United States dollars.

9.2 Invoicing and payment. Invoices are payable within thirty (30) days of the invoice date, in the stated currency, by the stated method, without set-off, deduction or counterclaim. Bank charges and remittance fees are borne by the Customer.

9.3 Non-cancellable and non-refundable. Except as expressly provided in Clauses 8.4, 8.5, 11.4 and 16.3, fees are non-cancellable and paid fees are non-refundable. Reducing user counts, vessel counts or modules mid-term does not entitle the Customer to a refund or credit, unless the Order Form expressly provides for it.

9.4 Taxes. Fees are exclusive of all taxes, levies and duties, including sales, use, value-added, goods and services, service and withholding taxes. The Customer is responsible for all such amounts other than taxes on Aquina’s net income. If withholding tax applies, the Customer will gross up the payment so that Aquina receives the full invoiced amount, and will provide withholding certificates promptly. Where an exemption or a reduced treaty rate applies, the Customer will provide valid supporting documentation in advance.

9.5 Late payment. Overdue amounts accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, from the due date until paid. If an invoice remains unpaid for thirty (30) days after written notice of non-payment, we may suspend access under Clause 7.6 and, after a further thirty (30) days, terminate for cause. The Customer remains liable for all fees accrued to the date of termination and for reasonable costs of collection, including attorneys’ fees.

9.6 Fee changes on renewal. We may adjust fees for a renewal term on at least sixty (60) days’ written notice before the end of the then-current term. Absent such notice, renewal is at the then-current rates as adjusted by no more than the increase in the applicable consumer price index or 7%, whichever is greater.

9.7 Professional Services. Professional Services are charged as set out in the SOW, on a fixed-fee or time-and-materials basis. Pre-approved travel, accommodation, visa, port-access and vessel-attendance expenses are reimbursable at cost. Where our personnel attend a vessel, the Customer is responsible for safe access, security clearance, personal protective equipment and compliance with the vessel’s safety management system.

9.8 Disputed amounts. The Customer must notify us in writing of any good-faith dispute within fifteen (15) days of the invoice date, specifying the disputed items and reasons. Undisputed amounts remain payable on time. The parties will resolve disputes promptly and in good faith.

10. Intellectual property

10.1 Aquina IP. Aquina and its licensors own all right, title and interest in and to the Platform, the Aquina Ship OS, all software, source and object code, models, algorithms, data structures, schemas, user interfaces, workflows, Documentation, know-how and all modifications, enhancements and derivative works, together with all associated intellectual property rights and all trademarks, including “Aquina”, “Aquina.ai” and “Aquina Ship OS”.

10.2 Customer IP. The Customer retains all right, title and interest in and to Customer Data and its own trademarks, brands and pre-existing materials. The Customer grants Aquina a limited, non-exclusive, worldwide, royalty-free licence to host, copy, transmit, process, display and adapt Customer Data solely as necessary to provide, secure, support and improve the Services for that Customer, to comply with law, and to exercise the rights in Clause 10.4.

10.3 Configurations and deliverables. Unless an SOW states otherwise, Aquina owns all templates, workflow configurations, integration connectors, scripts and generic deliverables developed in the course of Professional Services, and grants the Customer a perpetual, non-exclusive licence to use them with the Platform. Customer-specific data mappings and content created from Customer Data belong to the Customer.

10.4 Usage Data, aggregation and de-identification. Aquina may collect and use Usage Data, and may create aggregated and de-identified datasets derived from Customer Data, for the purposes of operating, securing, supporting, benchmarking and improving the Platform and developing new products and analytics. Aquina will ensure such data: (a) is aggregated or de-identified so that it cannot reasonably be used to identify the Customer, any Authorised User, any vessel, or any commercially sensitive term; and (b) is not disclosed in a form that reveals Customer-specific or vessel-specific information. Aquina will not use identifiable Customer Data to train machine-learning models made available to other Customers without the Customer’s prior specific written consent.

10.5 Feedback. Clause 5 applies equally to Feedback from Customers and Authorised Users.

10.6 Publicity. Neither party may use the other’s name, logo or marks in publicity without prior written consent, except that Aquina may include the Customer’s name and logo in a customer list on its website and in sales materials, and the Customer may withdraw that permission at any time on written notice. Case studies, press releases and joint marketing require separate written approval.

11. Customer Data, security and data protection

11.1 Data protection. Each party will comply with applicable data protection law. Where Aquina processes personal data within Customer Data, it does so as processor, or as service provider, on the Customer’s instructions and in accordance with the DPA, which forms part of these Terms and is available on request at admin@aquina.ai or as executed between the parties. Our Privacy Policy describes our practices in full.

11.2 Security. Aquina will maintain technical and organisational measures appropriate to the risk, as described in the Privacy Policy and in any security schedule to the Order Form, and will not materially degrade them during the Subscription Term.

11.3 Crew and seafarer data. The Customer acknowledges that crew, seafarer and shore-personnel records may include sensitive personal data — medical fitness, next-of-kin, passport, seafarer’s identity document, visa, banking, disciplinary, hours-of-rest and drug-and-alcohol testing information. The Customer is responsible for establishing the lawful basis, giving required notices, and honouring the rights of those individuals. Aquina will process such data only as instructed and will apply the safeguards described in the DPA.

11.4 Data export and portability. During the Subscription Term the Customer may export Customer Data through Platform export functions and APIs at no additional charge. On expiry or termination, Clause 17.6 applies.

11.5 Backups. Aquina maintains regular backups as part of its service resilience. Backups are not a substitute for the Customer’s own records management, and the Customer should maintain independent copies of records subject to statutory retention.

11.6 Confidentiality. Each party will protect the other’s Confidential Information with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and advisers with a need to know who are bound by equivalent obligations. These obligations do not apply to information that is or becomes public without breach, was lawfully known without obligation, or is independently developed. Disclosure compelled by law is permitted, provided the disclosing party gives prompt notice where lawful and cooperates in seeking protective treatment. Confidentiality obligations survive for five (5) years after termination, and indefinitely for trade secrets and personal data.

12. Warranties

12.1 Mutual. Each party warrants that it is duly organised and validly existing, has full power and authority to enter into these Terms, and that the individual accepting them is authorised to bind it.

12.2 Aquina warranties. Aquina warrants that: (a) the Platform will perform materially in accordance with the Documentation during the Subscription Term; (b) it will provide Professional Services in a professional and workmanlike manner by suitably skilled personnel; (c) it will not knowingly introduce malicious code into the Platform; and (d) it holds the rights necessary to grant the licences in these Terms.

12.3 Exclusive remedy for warranty breach. For breach of Clause 12.2(a), Aquina will use commercially reasonable efforts to correct the non-conformity. If it cannot do so within a reasonable period after written notice, the Customer may terminate the affected module or subscription and receive a pro-rata refund of prepaid unused fees. This is the Customer’s sole and exclusive remedy for such breach.

12.4 Customer warranties. The Customer warrants that: (a) it has all rights, consents and lawful bases necessary for Customer Data to be processed in the Platform; (b) Customer Data does not infringe third-party rights or violate applicable law; (c) it and its Authorised Users will use the Platform in accordance with these Terms; and (d) it is not, and is not owned or controlled by, a sanctioned or designated party, as further set out in Clause 20.

13. Maritime operations disclaimer

13.1 Decision-support only. The Platform, including any analytics, forecasts, optimisation output, alerts, recommendations or AI-generated content, is an administrative and decision-support tool. It is not:

• a navigational aid, electronic chart system, ECDIS, ECS, or type-approved bridge equipment;
• a collision-avoidance, route-monitoring, dynamic-positioning or machinery-control system;
• a substitute for official nautical charts, notices to mariners, sailing directions, tide tables, or official weather forecasts and warnings;
• a substitute for the Customer’s approved Safety Management System, class survey regime, statutory certification, or the professional judgement of qualified mariners and engineers.

13.2 Master’s overriding authority. Nothing in the Platform limits, displaces or overrides the overriding authority and discretion of the Master in respect of safety of life at sea, safety of the vessel, security and protection of the marine environment, as required by the ISM Code. Platform outputs must never be followed where doing so would conflict with the Master’s professional judgement, applicable regulation, class requirements, or the safe operation of the vessel.

13.3 Third-party data. Position, AIS, weather, tidal, port, bunker-price, distance-table, vessel-particular and regulatory reference data may be sourced from third parties. Such data may be delayed, incomplete, interpolated, spoofed or inaccurate. Aquina does not warrant its accuracy, timeliness or fitness for any purpose, and is not liable for reliance on it.

13.4 No professional advice. Aquina is a software provider. It does not act as, and Platform output does not constitute advice from, a ship manager, technical manager, classification society, flag administration, marine surveyor, naval architect, weather router, insurance broker, P&I correspondent, customs broker, tax adviser, attorney, or emissions verifier. Regulatory calculations — including CII ratings, EEXI and EEOI values, EU MRV, EU ETS and FuelEU figures, DCS submissions, and ballast water or garbage records — must be independently verified by the Customer and, where applicable, by an accredited verifier before submission to any authority.

13.5 Emergencies. The Platform must not be relied on for distress alerting, search-and-rescue, GMDSS communication, medical emergency response or security incident reporting. Statutory and approved emergency systems and procedures must always be used.

13.6 Customer acknowledgement. The Customer acknowledges that it retains full responsibility for the safe, lawful and compliant operation of its vessels and its shore organisation, and that it will not rely on the Platform in any way that transfers that responsibility to Aquina.

14. Disclaimer of other warranties

Except as expressly stated in Clause 12, and to the maximum extent permitted by applicable law, the Platform, Documentation, Professional Services and Website are provided “as is” and “as available”. Aquina disclaims all other warranties, conditions, representations and terms, whether express, implied, statutory or otherwise, including any implied warranty of merchantability, satisfactory quality, fitness for a particular purpose, title, non-infringement, accuracy, or arising from course of dealing or usage of trade.

Aquina does not warrant that: the Platform will be uninterrupted, error-free or entirely secure; that all defects will be corrected; that the Platform will operate in combination with any third-party system not certified by us; that output will be accurate, complete or suitable for any regulatory submission; or that use of the Platform will result in compliance with any law, regulation, class rule, charter obligation or insurance condition, or in any particular commercial, operational, fuel-efficiency, emissions or cost outcome.

15. Limitation of liability

15.1 Excluded losses. To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profit, revenue, business, contracts, anticipated savings, goodwill or reputation, business interruption, or for loss, corruption or inaccuracy of data — other than Aquina’s obligation to restore from its most recent available backup — whether arising in contract, tort including negligence, breach of statutory duty or otherwise, and whether or not foreseeable or advised of the possibility.

15.2 Maritime-specific exclusions. Without limiting Clause 15.1, and except to the extent caused by Aquina’s own wilful misconduct, Aquina will have no liability whatsoever for: loss of or damage to any vessel, hull, machinery, equipment or cargo; collision, grounding, allision, fire, flooding, capsize, sinking or total loss; personal injury, illness or death; pollution, spillage, emissions, environmental damage, wreck removal or clean-up cost; general average or salvage; demurrage, detention, off-hire, deviation, delay, speed or consumption claims, or performance claims under a charterparty; cargo shortage, contamination or damage claims; port state control detentions, deficiencies, fines or penalties; class suspension or withdrawal, or loss of statutory certification; sanctions penalties, or cargo or vessel seizure, arrest or detention; insurance coverage denial, increased premium, or loss of P&I or hull and machinery cover; piracy, stowaways or security incidents; or crew claims, wage claims, repatriation costs or MLC-related liabilities.

15.3 Liability cap. Subject to Clause 15.4, each party’s total aggregate liability arising out of or in connection with these Terms, whether in contract, tort or otherwise, will not exceed the total fees paid or payable by the Customer to Aquina under the applicable Order Form in the twelve (12) months immediately preceding the first event giving rise to liability, or USD 50,000, whichever is lower.

15.4 Exclusions from the cap. The limitations in Clauses 15.1 to 15.3 do not apply to: (a) the Customer’s obligation to pay fees due; (b) either party’s liability for death or personal injury caused by its negligence; (c) fraud or fraudulent misrepresentation; (d) wilful misconduct or gross negligence, to the extent such limitation is unenforceable under applicable law; (e) a party’s indemnification obligations under Clause 16, subject to Clause 15.5; (f) breach of Clause 11.6 or misappropriation of the other party’s intellectual property; or (g) any liability that cannot lawfully be limited or excluded.

15.5 Super-cap. Where Clause 15.4(e) or 15.4(f) applies, each party’s aggregate liability will not exceed two (2) times the total fees paid or payable under the applicable Order Form in the twelve (12) months preceding the first event giving rise to liability.

15.6 Basis of the bargain. The parties acknowledge that the fees reflect this allocation of risk, that these limitations are an essential element of the bargain, and that they apply even if a limited remedy fails of its essential purpose.

15.7 Claim period. No claim may be brought more than twelve (12) months after the claiming party first became aware, or ought reasonably to have become aware, of the facts giving rise to it, except for claims for non-payment or where a longer period is mandated by law.

16. Indemnities

16.1 By Aquina — intellectual property. Aquina will defend the Customer against any third-party claim alleging that the Customer’s authorised use of the Platform infringes that third party’s patent, copyright, trademark or trade-secret rights, and will indemnify the Customer against damages and costs finally awarded, or agreed in settlement approved by Aquina, provided the Customer promptly notifies us, gives us sole control of the defence and settlement, and provides reasonable cooperation at our expense.

16.2 Exclusions. Clause 16.1 does not apply to claims arising from: Customer Data; modifications to the Platform not made by Aquina; combination of the Platform with products, data or systems not supplied or certified by Aquina; use of the Platform other than in accordance with these Terms or the Documentation; continued use after notice to stop; beta or free features; or the Customer’s own specifications or instructions.

16.3 Remedies. If the Platform becomes, or in Aquina’s reasonable opinion is likely to become, the subject of an infringement claim, Aquina may at its option procure the right to continue use, modify or replace the affected component with functionally equivalent capability, or, if neither is commercially reasonable, terminate the affected subscription and refund prepaid unused fees. This, together with Clause 16.1, is the Customer’s sole and exclusive remedy for infringement claims.

16.4 By the Customer. The Customer will defend and indemnify Aquina against third-party claims, and resulting damages, penalties and costs, arising from: (a) Customer Data, including any allegation that it infringes third-party rights or was submitted without necessary rights, consents or lawful basis; (b) use of the Platform in breach of Clause 7.3 or 7.4, or in violation of applicable law; (c) claims by Authorised Users, crew, seafarers, employees, owners, charterers or counterparties of the Customer arising from the Customer’s own acts, omissions, decisions or configurations; (d) reliance on Platform output in a manner contrary to Clause 13; and (e) breach of Clause 20.

17. Term, renewal and termination

17.1 Term. These Terms take effect on the earlier of the Order Form effective date and first access to the Platform, and continue for the Subscription Term and any renewals.

17.2 Renewal. Unless the Order Form provides otherwise, the Subscription Term renews automatically for successive periods equal to the initial term, unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.

17.3 Termination for cause. Either party may terminate immediately on written notice if the other: (a) commits a material breach and fails to cure within thirty (30) days of written notice, or ten (10) days for non-payment; (b) becomes insolvent, files or has filed against it a petition in bankruptcy, enters liquidation, administration, receivership or an equivalent process, or ceases to carry on business; or (c) commits a breach incapable of cure. Aquina may additionally terminate immediately for breach of Clause 7.3(6) to 7.3(8) or Clause 20.

17.4 Termination for convenience. Neither party may terminate for convenience during a Subscription Term unless the Order Form expressly permits it. Where permitted, the notice period and any early-termination fee will be as stated there.

17.5 Effect of termination. On termination or expiry: (a) all licences granted to the Customer end immediately and Authorised Users must cease using the Platform; (b) all accrued fees become immediately due; (c) each party will return or destroy the other’s Confidential Information, subject to legal retention requirements; and (d) Clauses 5, 9 for accrued amounts, 10, 11.6, 12, 13, 14, 15, 16, 17.5, 17.6 and Part C survive.

17.6 Data on exit. For thirty (30) days after termination or expiry, Aquina will maintain the Customer’s data in a read-only or export-enabled state so the Customer may extract Customer Data in a standard machine-readable format at no additional charge. Assisted migration or bespoke extraction is available as a Professional Service at then-current rates. Thereafter, Aquina will delete Customer Data in accordance with the retention periods in the Privacy Policy and the DPA. The Customer is solely responsible for exporting, before the end of that period, any records it is required to retain under statute, class rule, flag requirement, charter obligation or insurance condition. Aquina may retain Customer Data beyond that period only where required by law, or where necessary to establish, exercise or defend legal claims, in which case it remains subject to Clause 11.6.

18. Free trials, pilots and proofs of concept

Where Aquina provides a free trial, pilot or proof of concept, it is provided as is, without warranty, SLA, indemnity or support commitment, for evaluation only, and for the period stated. Aquina may terminate it at any time. Data entered during a trial may be permanently lost if the trial expires without conversion to a paid subscription, and the Customer should export anything it wishes to keep. Aquina’s total liability in relation to a free trial, pilot or proof of concept will not exceed USD 1,000, or the minimum amount permitted by applicable law if higher.

19. Force majeure

Neither party will be liable for failure or delay in performance, other than payment of money, caused by an event beyond its reasonable control, including: act of God, earthquake, flood, storm, tsunami or extreme weather; fire or explosion; epidemic or pandemic, and government measures in response; war, hostilities, armed conflict, terrorism, piracy or civil unrest; sanctions, embargo, blockade, or government act, order or restriction; strike, lockout or labour dispute; failure of internet backbone, satellite communication, undersea cable, telecommunications or power infrastructure; failure or outage of a third-party cloud or hosting provider; port closure, or blockage of a maritime strait or canal; or large-scale cyber-attack.

The affected party will notify the other promptly, use reasonable efforts to mitigate, and resume performance as soon as practicable. If a Force Majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected subscription on written notice, and Aquina will refund prepaid unused fees for the period after termination.

20. Sanctions, export controls and anti-corruption

20.1 Compliance. As a United States corporation, Aquina is subject to United States economic sanctions and export-control law. Each party will comply with all applicable sanctions and export-control laws, including those administered by the United States Office of Foreign Assets Control (OFAC), the United States Bureau of Industry and Security under the Export Administration Regulations, the United Nations Security Council, the European Union, the United Kingdom (OFSI), and the jurisdictions in which each party operates.

20.2 Customer representations. The Customer represents, warrants and undertakes on a continuing basis that neither it, nor any of its affiliates, directors, beneficial owners, Authorised Users, vessels or vessel operators within the Order Form scope, is: (a) designated on any applicable sanctions or restricted-party list, including the OFAC Specially Designated Nationals and Blocked Persons List; (b) owned or controlled by, or acting on behalf of, a designated party; or (c) located, organised or resident in a comprehensively sanctioned territory. The Customer will not use the Platform to facilitate, support, document or conceal any transaction, voyage, cargo, ship-to-ship transfer or trade that would violate applicable sanctions or export-control law, nor to disguise vessel identity, ownership, flag or position. The Customer will not export, re-export or transfer the Platform or any related technology in violation of applicable export-control law.

20.3 Immediate suspension. Aquina may suspend or terminate access immediately, without liability and without refund, if it reasonably believes continued provision would breach applicable sanctions or export-control law, or if a representation in Clause 20.2 becomes untrue. Aquina may screen Customers, beneficial owners, vessels and counterparties against designated-party lists as described in the Privacy Policy.

20.4 Anti-bribery. Each party will comply with applicable anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act and the UK Bribery Act 2010, and will not offer, give, request or accept any improper payment or advantage in connection with these Terms, including facilitation payments to port officials, inspectors or authorities.

20.5 Anti-money-laundering. Each party will comply with applicable anti-money-laundering and counter-terrorist-financing laws, and the Customer will provide reasonable know-your-customer and know-your-business information on request.

21. Insurance

Each party will maintain, with reputable insurers, insurance appropriate to its obligations. Aquina will maintain professional indemnity and technology errors-and-omissions cover, and cyber-liability cover, with limits of not less than USD 1,000,000 per occurrence, and will provide certificates of insurance on reasonable request. Nothing in this Clause increases Aquina’s liability beyond the limits in Clause 15. The Customer will maintain, at its own cost, all hull and machinery, P&I, loss-of-hire, charterer’s liability, war-risk and other cover appropriate to its vessel operations, and acknowledges that Aquina’s insurance is not a substitute for it.

Part C — General Provisions

22. Governing law

These Terms, and any dispute or claim arising out of or in connection with them, including non-contractual disputes, are governed by and construed in accordance with the laws of the State of Delaware, United States of America, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

23. Dispute resolution

23.1 Escalation. The parties will first attempt in good faith to resolve any dispute through discussion between senior representatives within thirty (30) days of written notice of the dispute.

23.2 Arbitration. Any dispute not resolved under Clause 23.1 will be referred to and finally settled by arbitration administered by the Singapore International Arbitration Centre (SIAC) in accordance with the SIAC Rules in force at the time of the notice of arbitration, which are incorporated by reference. The tribunal will consist of one (1) arbitrator, the seat of arbitration will be Singapore, and the language of the proceedings will be English. The award is final and binding, and may be enforced in any court of competent jurisdiction, including under the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards.

23.3 Interim relief. Nothing prevents either party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction to protect its intellectual property, Confidential Information or data, or to prevent irreparable harm. For that limited purpose, the parties submit to the non-exclusive jurisdiction of the state and federal courts sitting in the State of Delaware.

23.4 No class actions. To the extent permitted by law, disputes will be resolved on an individual basis, and neither party will bring or participate in a class, collective, consolidated or representative action.

23.5 Costs. Each party bears its own costs unless the tribunal orders otherwise.

24. Notices

Notices must be in writing and delivered by email with confirmation of transmission, by internationally recognised courier, or by registered post, to:

To Aquina: Rhumb Inc, 16192 Coastal Highway, Lewes, Delaware 19958, United States of America, marked “Attention: Legal”, with a copy by email to admin@aquina.ai. Email notice to admin@aquina.ai alone is sufficient for all operational, service and billing notices, and for any notice where the Order Form so provides.

To the Customer: the address and email stated in the Order Form, or the registered administrator email in the Platform.

Notices are deemed received: on transmission if by email, or the next business day if sent outside business hours; on delivery if by courier; and five business days after posting if by registered post. Operational, service, maintenance and billing notices may be given by email or through in-Platform notification.

25. Assignment

Neither party may assign or transfer these Terms without the other’s prior written consent, except that either party may assign them in whole, without consent, to a successor in connection with a merger, acquisition, corporate reorganisation or sale of substantially all assets, on written notice to the other. Aquina may subcontract performance to affiliates or sub-processors while remaining responsible for their performance. Any purported assignment in breach of this Clause is void.

26. Modification of these Terms

We may update these Terms from time to time.

• For the Website Terms in Part A, changes take effect on publication, with an updated “Last updated” date.
• For the Subscription Terms in Part B, changes will not apply to a Customer during a paid Subscription Term unless: (a) required by applicable law or by a regulator; (b) necessary to address a security or legal risk; or (c) the Customer agrees. Otherwise, changes take effect on the Customer’s next renewal, provided we give at least thirty (30) days’ notice before the renewal date. If a Customer objects to a material change to Part B, it may elect not to renew by giving notice under Clause 17.2.

Continued use of the Website or Platform after the effective date of a change constitutes acceptance.

27. Entire agreement

These Terms, together with the Order Form, SOW, DPA, SLA, Privacy Policy and any documents expressly incorporated by reference, constitute the entire agreement between the parties in respect of their subject matter, and supersede all prior proposals, presentations, RFP responses, quotations, discussions and understandings, whether oral or written. Any purchase order, vendor portal terms, or supplier code of conduct issued by the Customer is for administrative convenience only, and any additional or conflicting terms in such documents are void and of no effect unless expressly accepted in a signed writing by an authorised officer of Aquina. Neither party has relied on any statement or representation not expressly set out here. Nothing in this Clause limits liability for fraud.

28. Severability, waiver and interpretation

If any provision is held invalid, illegal or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the parties’ intent, or, if that is not possible, severed, and the remaining provisions continue in full force. No failure or delay in exercising a right constitutes a waiver, and no waiver is effective unless in writing and signed. Headings are for convenience only. “Including” means “including without limitation”. References to a statute include amendments and successor legislation. Days are calendar days unless stated as business days.

29. Relationship of the parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment or fiduciary relationship. Neither party may bind the other or incur obligations on its behalf.

30. Third-party rights

These Terms do not confer rights on any person who is not a party, except that: (a) Aquina’s affiliates and licensors may enforce Clauses 10, 11.6, 14 and 15; and (b) a Customer’s affiliates named in an Order Form take the benefit of the Customer’s rights, with the Customer remaining responsible for their compliance.

31. Language and counterparts

These Terms are executed in English. Any translation is provided for convenience only, and the English version prevails in the event of inconsistency. These Terms may be executed in counterparts and by electronic signature, each of which is deemed an original.

32. Contact

Rhumb Inc (operating as Aquina.ai)
A Delaware corporation  |  Delaware State File Number 10727282
Registered office: 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex, United States of America

All legal, contractual, support, security and privacy enquiries:
admin@aquina.ai

Website: https://aquina.ai