Terms of Use

1. About these Terms

1.1 Who operates KnownWaters

KnownWaters is operated by KnownWaters Ltd, a company registered in England and Wales under company number 17378729, with its registered office at 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom. In these Terms, KnownWaters Ltd is referred to as “KnownWaters”, “we”, “us” or “our”.

1.2 What these Terms cover

These Terms govern access to and use of the KnownWaters website; the KnownWaters mobile-optimised web application; Vessel workspaces; AI-assisted transcription and classification features; messaging and sharing features; and related services, documentation and support, together referred to as the “Service”.

1.3 Who is bound by these Terms

These Terms apply to the business entity purchasing, ordering or authorising the Service as the Customer, and each Authorised User who accesses or uses the Service. A person accepting these Terms for a Customer confirms that they have authority to bind that Customer. An Authorised User agrees to comply with the provisions that apply to individual use, security, confidentiality, submitted Knowledge and acceptable conduct.

1.4 Business use only

The Service is supplied for business and professional use in connection with yacht operations. The Customer confirms that it is acting for purposes relating to its trade, business or profession and not as a consumer.

1.5 Current MVP / pre-revenue status

KnownWaters is currently in an MVP (minimum viable product) phase with no general commercial launch. Vessels onboarded during this phase (“Founding Vessels”) may be given access to the Service at no charge, or at a discounted rate, under a written confirmation from Lewis rather than a priced Order Form. Where no Fee is currently charged for a Vessel, §15 does not create a payment obligation for that Vessel until Fees are agreed in writing; the remainder of these Terms — including §7 (Customer Data and Knowledge), §8 (prohibited information), §20 (operational disclaimer) and §22 (liability) — apply in full regardless of whether a Fee is currently charged.

2. Definitions

• Administrator — an Authorised User appointed by or for the Customer to manage a Workspace and Authorised User access.
• Authorised User — a crew member, officer, Customer employee, yacht-management employee, owner’s representative, relief crew member or other individual authorised by the Customer to use the Service.
• Customer — the yacht-owning company, yacht-management company, family office, operating company or other legal person named in an Order Form or otherwise accepted by KnownWaters as the subscriber.
• Customer Data — all data, Knowledge, files, photographs, recordings, personal data and other material submitted to or stored in the Service by or for the Customer.
• Documentation — the user guidance and technical instructions made available by KnownWaters.
• Fees — the subscription and other charges payable for the Service.
• Knowledge — location-based or operational knowledge submitted to the Service, including notes, titles, photographs, voice recordings, transcripts, coordinates, contacts, categories, reviews and related information.
• Order Form — an order, subscription page, proposal, invoice or other document recording the Customer, Vessel, plan, Fees and subscription term.
• Subscription Term — the period during which the Customer is entitled to use the Service.
• Vessel — the yacht associated with a Workspace.
• Workspace — the Customer-controlled KnownWaters environment associated with one or more approved Vessels.

3. Order of documents

The agreement between KnownWaters and the Customer consists of:

• The applicable Order Form
• The Data Processing Addendum
• These Terms
• The Privacy Policy
• Any additional service-specific terms expressly accepted by the Customer
• The Documentation

If there is a conflict, the Data Processing Addendum takes priority for matters concerning processing of personal data on the Customer’s behalf; the Order Form takes priority for commercial terms expressly stated in it; and these Terms take priority over the Documentation.

4. Eligibility and authority

4.1 Customer authority

The person ordering or administering the Service for a Customer confirms that the Customer is a genuine business or professional organisation, they have authority to act for the Customer, the Vessel has been validly associated with the Customer, and the information supplied to KnownWaters is accurate.

4.2 Authorised Users

The Service may only be used by Authorised Users approved by the Customer or an Administrator. An Authorised User must be at least 18 years old, have a genuine professional, operational or authorised relationship with the Customer or Vessel, provide accurate account information, and use the Service only for authorised business purposes.

4.3 Verification

KnownWaters may request reasonable information to verify the identity of a Customer representative, authority to bind or administer the Customer account, a Customer’s relationship with a Vessel, or an Authorised User’s entitlement to access a Workspace. We may restrict access while reasonable verification is pending.

4.4 False access claims

Providing false or misleading information to gain access to a Workspace is a material breach of these Terms. KnownWaters may immediately suspend an account where we reasonably suspect unauthorised access, impersonation or a false claim of Vessel affiliation.

5. The Service

5.1 Service access

Subject to payment of the Fees and compliance with the agreement, KnownWaters grants the Customer a limited, non-exclusive, non-transferable right during the Subscription Term to permit Authorised Users to access and use the Service for the Customer’s internal Vessel operations.

5.2 No transfer of ownership

The Customer receives a right to use the Service. It does not acquire ownership of the KnownWaters software, source code, system architecture, Documentation, branding, databases or database structure, AI models or third-party systems, or other KnownWaters intellectual property.

5.3 Service evolution

KnownWaters may improve, modify or replace features as the Service develops. We will not knowingly make a change during a paid Subscription Term that materially removes the Service’s core operational functionality without a reasonable operational or legal reason, reasonable notice where practicable, and an appropriate remedy where the change materially reduces the service purchased by the Customer.

5.4 Beta and experimental features

KnownWaters may identify certain features as beta, preview, experimental or early access. Such features may be incomplete, may change or be withdrawn, may have additional limitations, should not be relied upon for critical operations, and may be subject to separate terms.

5.5 Multiple Vessels under one Customer

A single Customer entity (for example a yacht-management company) may hold more than one Vessel Workspace. Each Vessel Workspace requires its own Order Form, is invoiced separately at the applicable per-Vessel Fee, and is treated as a separate Workspace for data-isolation, access-control and termination purposes under §12 and §19 — terminating one Vessel’s subscription does not affect another Vessel’s Workspace under the same Customer.

6. Accounts and access management

6.1 Individual accounts

Each Authorised User must use an individual account. Shared accounts are prohibited unless KnownWaters has expressly approved a specific system account.

6.2 Account security

Authorised Users must keep login credentials confidential, use reasonable password and device security, not allow another person to use their account, promptly report suspected compromise, and sign out or secure devices where unauthorised access is reasonably possible.

6.3 Administrator responsibilities

The Customer is responsible for appointing appropriate Administrators. Administrators are responsible for approving new Authorised Users, assigning suitable roles and permissions, regularly reviewing account access, removing departed or unauthorised users promptly, maintaining appropriate reviewer permissions, and notifying KnownWaters when administrative control needs to be transferred.

6.4 Customer responsibility

The Customer is responsible for all use of the Service through its Workspace, except to the extent caused by KnownWaters’ breach; ensuring that its Authorised Users comply with these Terms; determining who should access Customer Data; maintaining appropriate internal access and offboarding procedures; and promptly notifying KnownWaters of suspected unauthorised access.

6.5 Administrator replacement

Where an Administrator is unavailable, has left the Vessel or is involved in a dispute, KnownWaters may transfer administrative control after completing reasonable verification. KnownWaters is not required to determine private employment, management or Vessel-ownership disputes and may restrict access until authority is sufficiently established. This is the same process referred to at §18.4 where a Vessel is sold or its management changes.

7. Customer Data and Knowledge

7.1 Customer ownership

As between KnownWaters and the Customer, the Customer retains all rights it holds in Customer Data. KnownWaters does not claim ownership of Customer Knowledge.

7.2 User submissions

Each Authorised User confirms that they are authorised to submit Customer Data for the Customer, the submission is connected to legitimate Vessel operations, the submission complies with Customer policies, the information is not knowingly false or misleading, and they have the rights, permissions and lawful basis necessary to submit it.

7.3 Licence to provide the Service

The Customer grants KnownWaters a non-exclusive, worldwide, royalty-free licence during the agreement and any agreed exit period to host, copy, store, back up, transmit, display, organise, index, transcribe, classify, process and otherwise use Customer Data only as reasonably necessary to provide, secure, support and maintain the Service, comply with law or exercise KnownWaters’ rights under the agreement. This licence does not permit KnownWaters to sell Customer Data or use confidential Customer Knowledge for unrelated advertising, and does not permit training a generally available AI model on Customer Data (see §10.5).

7.4 Continuing Vessel knowledge

Customer Knowledge is intended to form part of the Customer’s continuing operational knowledge. An Authorised User leaving the Customer or Vessel does not automatically remove the Customer’s right to retain operational Knowledge submitted in the course of that user’s authorised role. Personal data associated with the contributor remains subject to applicable data-protection law and the Privacy Policy.

7.5 Internal review

The Service may allow designated reviewers to review, approve, reject or edit Knowledge. An internal approval indicates only that an authorised person within the relevant Workspace has approved the Knowledge for internal use. It does not mean that KnownWaters has independently verified the Knowledge, that the information is accurate or current, that the information is safe to rely upon, that a harbour authority or other official body has endorsed it, or that the information replaces professional judgment or official sources.

7.6 Accuracy and currency

The Customer and Authorised Users are responsible for reviewing Knowledge before relying on it, considering when it was created or last reviewed, checking information against current official sources, updating or withdrawing information that is no longer accurate, and applying appropriate professional judgment.

8. Prohibited and restricted information

8.1 Unlawful or harmful material

The Customer and Authorised Users must not submit, store or share content that:

• Is unlawful, defamatory, fraudulent or knowingly misleading
• Unlawfully discriminates against a person
• Infringes intellectual-property, privacy or confidentiality rights
• Contains malicious software or code
• Facilitates unauthorised surveillance or criminal activity
• Exposes a person to a material and unjustified security risk

8.2 Sensitive operational information

The Service must not be used to store unnecessary or excessive information concerning:

• Vessel access codes, security-system credentials or live security procedures
• Detailed live owner itineraries
• Information that could facilitate stalking, theft, kidnapping or unauthorised access
• Passport or identity-document copies
• Payment-card information or personal banking credentials
• Confidential personnel, disciplinary or medical files

8.3 Guest and owner information

KnownWaters is not intended to be a general customer-relationship or guest-profiling platform. Information about owners, guests or their families must be necessary for a legitimate Vessel operation, proportionate, appropriately authorised, limited to the intended purpose, and handled according to the Customer’s privacy and security policies.

8.4 Special-category data

Authorised Users must not submit health information, religious beliefs, ethnicity, biometric information or other special-category personal data unless the Customer has specifically authorised the processing and established all necessary legal and security requirements.

8.5 Children’s data

Authorised Users must not create detailed profiles of children or submit unnecessary photographs, health information, schedules or behavioural observations concerning children. Any permitted information about a child must be strictly necessary, appropriately authorised and handled with particular regard for the child’s privacy and safety.

8.6 Removal and restriction

KnownWaters may remove, quarantine or restrict access to Customer Data where we reasonably believe that it breaches these Terms, creates a serious privacy or security risk, is unlawful, threatens the Service, or must be restricted to comply with law. Where reasonably possible, we will notify the Customer and allow an opportunity to address the issue.

9. Acceptable use

The Customer and Authorised Users must not:

• Access or attempt to access another Customer’s Workspace without authorisation
• Probe, scan or test the vulnerability of the Service without written permission
• Bypass or interfere with access controls
• Reverse engineer the Service, except to the limited extent the law does not permit that restriction
• Scrape, harvest or systematically extract data without written permission
• Use bots or automated processes that place an unreasonable burden on the Service
• Introduce malware or harmful code
• Interfere with the availability or integrity of the Service
• Use the Service to build or train a competing product without written permission
• Resell, sublicense or commercially exploit access except as agreed
• Impersonate another person, or use another person’s account
• Submit Knowledge for an unrelated commercial or personal purpose
• Assist another person in doing any of the above

10. AI-assisted features

10.1 AI outputs

The Service uses third-party artificial-intelligence systems (currently OpenAI’s Whisper and GPT-4o-mini) to transcribe recordings, suggest titles, suggest categories, and structure information. AI outputs may be incomplete, inaccurate or inappropriate.

10.2 Human review

The Customer must ensure that relevant AI outputs are reviewed by an appropriately qualified Authorised User before they are approved or relied upon.

10.3 No professional verification

An AI-generated transcript, title, category or summary is not verified by KnownWaters, does not establish that the underlying Knowledge is accurate, is not professional, navigational, safety or legal advice, and does not replace the judgment of qualified Vessel personnel.

10.4 Customer restrictions

The Customer must not submit data to an AI-assisted feature where doing so would breach law, confidentiality obligations, employment or crew policies, owner or guest instructions, data-protection requirements, or these Terms.

10.5 No model training on Customer Data

KnownWaters does not use Customer Data to train a generally available AI model. Where a third-party AI provider’s standard terms would otherwise permit use of submitted content for model training, KnownWaters will use the provider’s available opt-out, API-tier or enterprise agreement to prevent that use, and will confirm this in writing to a Customer on request.

11. Third-party services

11.1 Providers

The Service relies on third-party providers, including:

• OpenAI, for transcription and AI-assisted processing
• Cloudflare, for infrastructure, storage, security and delivery
• Airtable, for database services
• Mapbox, for mapping and geocoding
• Softr, for the frontend
• Stripe, for subscription payments
• Resend, for account and notification email
• Twilio, or another Meta WhatsApp Business Solution Provider, for messaging features

11.2 Provider terms

Some third-party functions may be subject to the provider’s own terms or acceptable-use requirements. The Customer agrees not to use a third-party-enabled feature in a manner that would cause KnownWaters to breach the applicable provider agreement.

11.3 External sharing

Where an Authorised User deliberately shares Knowledge through WhatsApp, email or another external service, the external provider may process the shared information, the recipient may retain or redistribute it, the Customer is responsible for deciding whether the sharing is appropriate, and KnownWaters does not control the recipient’s subsequent use of the information.

11.4 Third-party availability

KnownWaters is not responsible for a third-party service failure that is outside our reasonable control, but we will take commercially reasonable steps to restore or provide an alternative to material functionality where practicable.

12. Data protection

Each party will comply with the data-protection laws applicable to its activities under the agreement. KnownWaters’ handling of personal data for its own account, billing, security, support and legal purposes is described in the Privacy Policy. Where KnownWaters processes personal data on the Customer’s behalf, the parties will comply with the Data Processing Addendum. The Customer is responsible for determining the lawful basis for Customer Data, providing required privacy information, responding to individuals’ rights where it is the controller, ensuring instructions to KnownWaters are lawful, limiting data to what is necessary, and maintaining appropriate internal governance. KnownWaters will process Customer personal data only to provide and secure the Service, as documented in the agreement or Customer instructions, as necessary to comply with law, or as otherwise permitted by the Data Processing Addendum. Each party must notify the other without undue delay after becoming aware of a personal-data incident materially affecting Customer Data, to the extent required by the Data Processing Addendum or applicable law.

13. Confidentiality

“Confidential Information” means non-public information disclosed by or for one party that a reasonable person would understand to be confidential, including:

• Customer Data and Knowledge
• Information about a Vessel, owner, guest or crew
• Operational methods, itineraries and locations
• Commercial and pricing information
• Security information
• Product plans and technical information
• Login credentials

Each receiving party must use Confidential Information only to perform or exercise rights under the agreement, protect it using at least reasonable care, restrict access to people who need it for the permitted purpose, and ensure those people are subject to appropriate confidentiality obligations. Confidential Information does not include information that the receiving party can demonstrate is publicly available other than through breach, was lawfully known without restriction before disclosure, was received lawfully from another source without confidentiality restriction, or was independently developed without use of the disclosing party’s Confidential Information.

A party may disclose Confidential Information where required by law, court or regulator, giving reasonable advance notice and limiting the disclosure to what is required where legally permitted. KnownWaters will not use the Customer’s, Vessel’s, owner’s or management company’s name, logo, photograph, testimonial or status as a customer in public marketing without prior written permission.

14. Intellectual property

KnownWaters and its licensors retain all rights in the Service, software and code, platform design, workflows, Documentation, branding, trademarks, databases and database structure, aggregated system knowledge, and improvements to those materials. The Customer retains the rights it holds in Customer Data, subject to the limited licence in §7.3.

If the Customer or an Authorised User voluntarily provides ideas or feedback about the Service, KnownWaters may use that feedback to improve the Service without restriction or payment, and will not identify the Customer publicly as the source without permission.

KnownWaters may create and use statistics that have been aggregated and de-identified so that they do not identify the Customer, a Vessel, an owner, a guest, an Authorised User, or any other individual. Such information may be used to operate, secure, understand and improve the Service. KnownWaters must not attempt to re-identify individuals from such information except where reasonably necessary to test or protect the effectiveness of de-identification.

15. Fees and payment

15.1 Subscription Fees

The Customer will pay the Fees stated in the applicable Order Form or pricing page. Unless otherwise stated, Fees are charged per Vessel, Fees are exclusive of VAT and other applicable taxes, the Customer is responsible for applicable taxes other than taxes on KnownWaters’ income, and Fees must be paid in the currency stated in the Order Form.

15.2 Monthly subscriptions

A monthly subscription is billed at the start of each monthly billing period and continues until cancelled in accordance with these Terms.

15.3 Annual subscriptions

An annual subscription is billed in advance for the full annual Subscription Term. Any annual discount reflects the Customer’s commitment for the full term.

15.4 Automatic renewal

Unless the Order Form states otherwise, the subscription will automatically renew for successive periods equal to the current billing period unless either party gives notice of non-renewal before the renewal date. KnownWaters will provide any renewal notice required by law or expressly promised in the Order Form.

15.5 Cancellation

The Customer may cancel a monthly subscription before the next monthly renewal, or an annual subscription before the next annual renewal. Cancellation takes effect at the end of the current paid Subscription Term unless otherwise agreed.

15.6 Refunds

Except where required by law or expressly stated in the Order Form, Fees already paid are non-refundable, cancellation does not create a right to a partial refund, and unused time in an annual Subscription Term is not refundable. This section does not limit any remedy available where KnownWaters has materially breached the agreement and failed to remedy that breach within a reasonable period after notice.

15.7 Failed payments

If payment is overdue, KnownWaters may contact the Customer, retry the payment method, restrict paid functionality, suspend the Workspace after reasonable notice, and recover reasonable costs lawfully incurred in collecting the overdue amount. KnownWaters will not suspend access for a genuinely disputed invoice while the parties are actively working in good faith to resolve it, provided the undisputed amount is paid.

15.8 Price changes

KnownWaters may change subscription pricing for a future renewal period by giving reasonable advance notice. A price change will not alter Fees already paid for the current Subscription Term. The Customer may prevent renewal by cancelling before the new price takes effect.

15.9 Founding Customer terms

KnownWaters may offer a founding-Vessel arrangement to an early cohort of Customers, recorded in the relevant Order Form — for example a fixed percentage discount for the life of the subscription, or a free period, for a limited first group of reference Vessels. Unless the Order Form expressly states a fixed discount continues for the life of the subscription, a promotional or founding price does not continue indefinitely and reverts to the then-current standard pricing at the next renewal following the end of the stated founding period. During the MVP phase described in §1.5, a Founding Vessel may be using the Service before any Order Form or priced Fee has been agreed at all — in that case, the founding discount (once an Order Form is issued) applies from the point Fees are first charged for that Vessel, not retroactively to the free MVP period.

16. Support, maintenance and availability

16.1 Support

KnownWaters will provide support by email at hello@knownwaters.com. As an early-stage service, KnownWaters targets responding to support requests within 2 business days, Monday to Friday, UK time, excluding UK public holidays; this is a target rather than a guaranteed response time unless a separate service-level agreement has been signed. Support hours and target response times will be reviewed and may be formalised as the Customer base grows.

16.2 Maintenance

KnownWaters may carry out scheduled or emergency maintenance. Where practicable, we will give reasonable notice of planned maintenance likely to cause material disruption.

16.3 No guaranteed uptime unless agreed

Unless a separate service-level agreement has been signed, KnownWaters does not guarantee a particular percentage of uptime, response time or resolution time. We will nevertheless use commercially reasonable efforts to maintain a reliable and secure Service.

17. Suspension

17.1 Grounds for suspension

KnownWaters may suspend all or part of the Service where reasonably necessary because of overdue undisputed Fees, an actual or suspected security incident, unauthorised access, material breach of these Terms, unlawful activity, a serious risk to another Customer or the Service, a legal or regulatory requirement, Customer instructions, or a third-party provider restriction outside KnownWaters’ reasonable control.

17.2 Proportionate action

Where reasonably possible, KnownWaters will notify the Customer, explain the reason, limit the suspension to the affected account or function, and restore access after the issue has been resolved. Immediate suspension may be necessary where delay would create a material security, legal or operational risk.

18. Term and termination

18.1 Term

The agreement begins when the Customer accepts an Order Form, creates a paid Workspace or otherwise agrees to these Terms. It continues until the end of the applicable Subscription Term unless terminated earlier.

18.2 Termination for breach

Either party may terminate the agreement by written notice if the other party materially breaches the agreement and fails to remedy a remediable breach within 30 days after written notice, or becomes insolvent, enters administration or liquidation, ceases business or becomes subject to an equivalent event. KnownWaters may terminate immediately for deliberate unauthorised access, serious unlawful use or conduct creating a material security risk.

18.3 Individual accounts

An Authorised User may stop using the Service at any time. The Customer or Administrator may remove an Authorised User’s access at any time. Removing an individual account does not terminate the Customer subscription.

18.4 Vessel sale or management change

The Customer must notify KnownWaters where the Vessel is sold, operational management transfers, the legal entity responsible for the subscription changes, or control of the Workspace should pass to another organisation. KnownWaters will not transfer Customer Data or administrative control to a new owner or manager without appropriate written authority and verification, following the process at §6.5. A new agreement or Order Form may be required.

19. Consequences of termination and data export

19.1 End of access

When the Customer subscription ends, Authorised Users’ right to access the Service ends, the Workspace may become read-only or inaccessible, outstanding Fees remain payable, and provisions intended to survive termination will continue.

19.2 Export period

Subject to payment of outstanding Fees, the Customer may request an export of Customer Data during the Subscription Term and a post-termination period of 30 days. The available export format (currently a structured CSV/JSON export of Knowledge and Locations, plus original photo and audio files) and any charges for custom migration work will be described in the Documentation or agreed separately.

19.3 Deletion

After the export period, KnownWaters may delete Customer Data from active systems in accordance with its retention schedule and Data Processing Addendum. Customer Data may remain temporarily in secure backups, disaster-recovery systems, legal records, or records required for security, fraud prevention or legal claims. Backup copies will be isolated from normal use and deleted according to the applicable backup cycle.

19.4 No automatic transfer to successor

KnownWaters will not automatically provide Customer Data to a purchaser of the Vessel, replacement yacht manager or former Administrator. A transfer requires appropriate authority from the Customer or another lawful basis.

20. Important operational disclaimer

20.1 Knowledge-sharing tool only

KnownWaters is an operational knowledge-sharing and record-management tool. It is not:

• An electronic navigational chart or official nautical publication
• A passage-planning system
• A collision-avoidance system
• A weather, tide or hydrographic authority
• An emergency-response system or safety-management system
• A substitute for Notices to Mariners
• A substitute for port, harbour or local-authority instructions
• A substitute for the judgment of qualified crew

20.2 Verification required

Conditions, regulations, depths, access arrangements, contact details, prices, supplier quality and local restrictions may change. The Customer and Authorised Users must independently verify material information before relying upon it.

20.3 Crew-generated information

Knowledge reflects information submitted by Customers and Authorised Users. KnownWaters does not independently inspect each location, service, supplier, anchorage or operational recommendation and does not warrant that Customer Knowledge is accurate, complete, current, safe, lawful to use, suitable for a particular Vessel, or suitable for a particular guest operation.

20.4 Professional responsibility

The master, officers, crew and Customer remain responsible for navigation, safety, security, regulatory compliance, passage planning, risk assessment, guest operations, supplier selection, and all decisions made onboard or ashore.

21. Warranties

KnownWaters warrants that it will provide the Service with reasonable skill and care. Subject to §22.4, KnownWaters does not warrant that:

• The Service will be uninterrupted or error-free
• Every defect will be corrected immediately
• Customer Data will always be accurate
• AI outputs will be accurate
• The Service will meet every Customer requirement not documented in the agreement
• The Service will be compatible with every device, browser or third-party system

The Customer warrants that it has authority to enter the agreement, it has the rights necessary to provide Customer Data, its instructions to KnownWaters are lawful, its use of the Service will comply with law, and it will not knowingly allow unauthorised persons to access the Service.

22. Liability

Nothing in these Terms excludes or limits liability where exclusion or limitation is unlawful.

Subject to §22.3 and §22.4, neither party will be liable to the other for:

• Loss of profit, revenue or anticipated savings
• Loss of business opportunity or goodwill
• Indirect or consequential loss
• Loss arising from the other party’s failure to maintain reasonable backups or follow documented security requirements

— whether arising in contract, tort, negligence, breach of statutory duty or otherwise. This exclusion does not apply merely because a loss is described by one of those labels; its enforceability will depend on applicable law and the circumstances.

Subject to §22.4, each party’s total aggregate liability arising out of or in connection with the agreement during any 12-month period will not exceed the greater of (a) the Fees paid or payable by the Customer during the 12 months immediately preceding the event giving rise to the claim, and (b) £1,000.

Nothing in the agreement excludes or limits liability for:

• Death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• A deliberate breach of confidentiality
• Infringement or misuse of the other party’s intellectual property
• Fees properly due to KnownWaters
• Liability that cannot lawfully be excluded or limited
• Any additional category expressly stated in an Order Form

KnownWaters is not liable for loss caused by:

• Inaccurate Customer Data
• An Authorised User’s decision to rely on Knowledge without appropriate verification
• Unauthorised sharing initiated by the Customer or an Authorised User
• The Customer’s failure to remove a departed user
• Customer instructions
• Use of the Service as a navigational, emergency or safety system
• Conduct outside KnownWaters’ reasonable control

— except to the extent that the loss was caused by KnownWaters’ breach of the agreement, negligence or other legal responsibility.

23. Indemnity

The Customer will indemnify KnownWaters against third-party claims, losses and reasonable legal costs arising directly from Customer Data that unlawfully infringes a third party’s rights; the Customer’s unlawful instructions; deliberate unauthorised access enabled by the Customer; the Customer’s material breach of §7, §8 or §9; or the Customer’s use of the Service for an unlawful purpose. This indemnity does not apply to the extent the claim was caused by KnownWaters’ breach, negligence, unauthorised processing or failure to follow the agreement. KnownWaters must notify the Customer promptly, allow the Customer reasonable control of the defence and settlement, provide reasonable cooperation, and not admit liability or settle the claim without the Customer’s consent, which must not be unreasonably withheld.

24. Insurance

Each party will maintain insurance appropriate to its business, risks and obligations under the agreement.

In plain terms, there are two types of cover most relevant to KnownWaters. Professional indemnity (PI) insurance responds if a claim is made that KnownWaters’ service, advice or an error caused a Customer financial loss — for example, if Knowledge turned out to be badly wrong in a way that caused real damage and the Customer argued KnownWaters was at fault beyond what §20’s operational disclaimer covers. Cyber / data-liability insurance responds to a data breach or security incident — covering things like forensic investigation, legal advice, notifying affected people, and third-party claims arising from the incident. Given KnownWaters stores Vessel Knowledge, contact details and photographs (and, per the Privacy Policy, occasionally more sensitive incidental information), cyber cover is the more directly relevant of the two.

KnownWaters does not currently hold either policy. For the current MVP phase — a small number of trusted, invite-only, no-charge Founding Vessels — the absence of cover is a known and accepted risk reflected in the reduced liability cap at §22.3, rather than something hidden from Customers. Before KnownWaters (a) charges Fees to a Customer it does not already have a direct relationship with, or (b) onboards a materially larger number of Vessels, KnownWaters should obtain professional indemnity and cyber insurance quotes and put appropriate cover in place, and should revisit the §22.3 cap once that cover exists.

25. Changes to these Terms

KnownWaters may update these Terms for legal or regulatory reasons, security reasons, changes to providers, changes to Service functionality, clarification, or reasonable commercial reasons. We will provide reasonable advance notice of a material change. A material change will normally take effect at the Customer’s next renewal, or earlier where required by law, security or a third-party provider. Where an earlier change materially disadvantages the Customer, the Customer may terminate the affected Service by notifying KnownWaters within 30 days of receiving notice and may receive a proportionate refund for any prepaid period after termination, unless the change was required by law or resulted from the Customer’s breach.

26. Force majeure

Neither party will be liable for delay or failure caused by an event outside its reasonable control, including:

• Natural disaster, war or civil unrest
• Major internet or telecommunications failure
• Widespread cloud-provider outage
• Government action
• Epidemic or pandemic
• Industrial dispute not limited to that party’s own workforce
• Failure of utilities or critical infrastructure

The affected party must notify the other where practicable, take reasonable steps to reduce the impact, and resume performance as soon as reasonably possible. A Customer may terminate the affected Service if a material force-majeure event continues for more than 60 days.

27. General provisions

27.1 Assignment

The Customer may not assign or transfer the agreement without KnownWaters’ prior written consent, not to be unreasonably withheld. KnownWaters may assign the agreement as part of a genuine corporate reorganisation, financing, merger or sale of all or substantially all of its business, provided the assignment does not materially reduce the Customer’s rights.

27.2 Subcontracting

KnownWaters may use subcontractors to provide the Service. KnownWaters remains responsible for its contractual obligations, subject to the limitations in these Terms. Processing of personal data by subprocessors is governed by the Data Processing Addendum.

27.3 Notices

Formal notices under the agreement must be sent to KnownWaters at info@knownwaters.com or 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom, and to the Customer at the billing or administrative contact in the Order Form. Notices may be sent by email unless the agreement expressly requires another method.

27.4 Entire agreement

The agreement constitutes the entire agreement between the parties concerning the Service and replaces prior discussions, proposals or representations about the same subject. Nothing in this section limits liability for fraud or fraudulent misrepresentation.

27.5 No waiver

A delay or failure to enforce a right does not waive that right.

27.6 Severability

If part of the agreement is found invalid or unenforceable, the remaining provisions will continue in effect. The invalid provision will be interpreted or modified only to the minimum extent necessary to make it valid where legally possible.

27.7 No partnership or agency

The agreement does not create a partnership, joint venture, employment relationship or agency between the parties. Neither party may bind the other unless expressly authorised.

27.8 Third-party rights

Unless expressly stated otherwise, a person who is not a party to the agreement has no right to enforce it under the Contracts (Rights of Third Parties) Act 1999.

27.9 Survival

Provisions concerning confidentiality, intellectual property, payment, liability, data export, deletion, governing law and any other provisions intended by their nature to continue will survive termination.

28. Governing law and courts

The agreement and any non-contractual obligations arising from it are governed by the laws of England and Wales. The courts of England and Wales have exclusive jurisdiction, subject to any alternative dispute procedure expressly agreed in writing.

29. Contact

Questions about these Terms should be sent to: Email: hello@knownwaters.com. Postal address: 167-169 Great Portland Street, 5th Floor, London, W1W 5PF, United Kingdom.