Terms of Service

I. General Clauses

These General Terms and Conditions ("GTCs") govern all proposals, offers, and service delivery agreements between Varuna Marine Services B.V., owner and operator of CyberSmart ("Service Provider"), and any counterparty ("Principal"), unless expressly modified in writing by both parties. The Principal's standard terms are expressly rejected.

Key definitions:

• Service Provider: Varuna Marine Services B.V., operating the CyberSmart maritime intelligence platform.
• Principal: The party receiving the proposal or entering the agreement.
• Work: All agreed activities including platform access, consultancy, data processing, emissions reporting, regulatory compliance services, and deliverables.

Order of precedence: (1) Special written conditions; (2) Framework or master agreements; (3) These GTCs.

II. Offer

Offers are non-binding, stating payment method, price, and calculation approach. Offers expire 30 calendar days after issuance unless otherwise noted. Unused offer materials must be returned promptly. The Service Provider may charge reasonable offer-preparation costs if previously notified in writing.

III. Conclusion of the Agreement

Written agreements take effect upon Service Provider signature or email confirmation. Platform access and work cannot commence until all required information is provided and agreed advance payments are received.

IV. Execution of the Agreement

Principal Obligations

• Supply all permits, approvals, exemptions, and data timely.
• Warrant complete accuracy of operational and emissions data provided to the platform.
• Indemnify the Service Provider for penalties arising from inaccurate data.
• Promptly notify the Service Provider of operating condition or use changes.
• Not instruct Service Provider personnel for unrelated work.
• Enable work during normal business hours under safe, compliant conditions.

Risk Allocation

• Principal bears risk of material damage under its control.
• Principal assumes risk from errors in calculations, drawings, or specifications it provides.
• Delays attributable to the Principal result in the Principal bearing all costs and damages.
• Service Provider may suspend work at the Principal's cost if conditions appear unsafe or non-compliant.

Additional work (exceeding quantities/activities in the agreement) is invoiced with the next installment or immediately if no installments apply. Less work is credited on the final invoice.

V. Force Majeure

The Service Provider may suspend or terminate work for circumstances beyond reasonable control, including supplier default, transport difficulties, fire, strikes, component loss, embargoes, or license refusal. All incurred costs remain payable. Force majeure extends deadlines by the event duration plus reasonable remobilization time.

Either party may terminate without liability if force majeure exceeds three consecutive months.

VI. Acceptance and Delivery Time

Delivery times are indicative, based on contracting conditions and timely data delivery. The delivery clock begins on the latest of: (a) contract date; (b) receipt of required documents, data, permits, and approved specifications; (c) completion of necessary formalities; (d) receipt of any due advance payment.

Exceeding delivery time (except in cases of willful misconduct or gross negligence) does not entitle termination or damages.

Acceptance occurs when: (a) Service Provider notifies completion and delivers the report or deliverable with Principal acknowledgment; (b) ten calendar days pass without justified written rejection; or (c) Principal first uses the deliverables commercially — whichever occurs first. Upon acceptance, risk transfers from Service Provider to Principal.

VII. Dissolution

The Service Provider may suspend or terminate without court intervention if the Principal:

• Applies for or receives suspension of payments.
• Is declared bankrupt or has insolvency proceedings commenced.
• Materially breaches the agreement and fails prompt remedy upon request.

Written notice suffices; Service Provider owes no damages. All owed sums become immediately payable. Other Service Provider rights and remedies remain unaffected.

VIII. Price and Payment

After contracting, the Service Provider may require adequate payment security if reasonable doubt exists regarding the Principal's ability to pay. Prices exclude VAT. Cost increases pass through only if demonstrably based on objective external indices or total increases do not exceed 5% per calendar quarter.

Payment is typically made in progress-proportionate installments (cost-plus) or time-elapsed installments (fixed price), without discount or set-off. Invoices are due 30 calendar days after issuance.

Late Payment Consequences

• Principal enters default.
• Service Provider may suspend platform access and warranty obligations.
• Service Provider holds contractual lien and retention rights over deliverables until payment.
• Statutory commercial interest plus 3% annually accrues from due date.
• EUR 400 fixed statutory collection charge applies.
• All reasonable judicial and extrajudicial recovery costs are due.
• Payments apply first to costs and interest, then to oldest principal sums.

IX. Warranty

Defects covered by warranty are remedied through report revision or clarification by the responsible team. Claims must be made in writing within 15 calendar days of deliverable or report delivery.

X. Liability

Aggregate Cap: The Service Provider's total liability — whether contractual, tort (including negligence), or otherwise — is limited to the lesser of the Contract Price or EUR 5,000.

Exclusions: The Service Provider bears no liability for indirect or consequential loss, including loss of hire, profit, time, or demurrage, nor for third-party intellectual property infringement arising from Principal-supplied information.

Knock-for-knock: Each party bears responsibility for its own property loss/damage and personnel injury or death, however caused, and shall indemnify the other accordingly.

XI. Compliance & Regulatory

Each party warrants it is not sanctioned and will not cause the other to breach EU, UK, or US sanctions or export-control laws. Both parties comply with the UK Bribery Act 2010, Dutch Wwft, and applicable competition laws; proven breach entitles immediate termination.

Where personal data processing occurs, parties must conclude a data-processing agreement and implement appropriate security measures compliant with the GDPR.

XII. Intellectual Property & Confidentiality

Templates, software, methods, algorithms, and know-how remain Service Provider property. Upon full payment, the Principal receives a non-exclusive, non-transferable license to use deliverables solely for operating relevant vessels and internal business purposes.

Each party maintains confidentiality of non-public information obtained during work for five years post-completion, unless law or authority requires disclosure.

XIII. Insurance

The Service Provider maintains professional-indemnity insurance of at least EUR 1 million per occurrence. The Principal maintains adequate hull & machinery, P&I, and third-party liability cover for vessels and equipment.

XIV. Governing Law & Dispute Resolution

Dutch law governs these GTCs and incorporating agreements. EU-based Principals submit to exclusive Amsterdam, Netherlands court jurisdiction. Non-EU Principals resolve disputes finally under the Netherlands Arbitration Institute (NAI) Arbitration Rules, seated in Rotterdam, in English, with worldwide enforceable awards.

XV. Miscellaneous

Invalid or unenforceable provisions are replaced by provisions reflecting the parties' intent; the remainder stays in force. The written agreement (including these GTCs) constitutes the entire agreement with no reliance on unstated statements. Changes or waivers require written execution by both parties (electronic signatures acceptable).

Clauses addressing intellectual property, confidentiality, compliance, liability, governing law, and dispute resolution survive expiry or termination.