Terms of Service (US)

Voyage Control Inc. · Version date: 8th October 2026

These Voyage Control Terms of Service (US) (this “Agreement”) are between Voyage Control Inc., a Delaware corporation with offices at 99 Wall Street #1120, New York, NY 10005 (“Voyage Control”), and the entity identified as the client on an Order Form that references this Agreement, or that otherwise accepts this Agreement as described below (“Client”).

This Agreement governs every Order Form that references it. Client accepts this Agreement by signing an Order Form, by issuing a purchase order or paying an invoice for the Platform, or by using the Platform, including for a Trial. The person accepting on Client’s behalf confirms that they are authorized to bind Client.

1. Definitions

Affiliate: an entity that controls, is controlled by or is under common control with a party, where “control” means owning more than 50% of the voting interests or having the power to direct its management.

Aggregated Data: Client Data or Usage Data that has been de-identified or combined with other data so that it does not identify Client, a Site or an individual.

Authorized User: an employee or contractor of Client or its Affiliates whom Client permits to use the Platform, including project staff.

Client Data: data submitted to the Platform by or for Client, its Authorized Users or its Site Participants, including bookings, vehicle, delivery and site information. Client Data does not include the name, business contact details and log-in credentials of a user who also uses the Platform for other Voyage Control clients.

Documentation: the user guides and help materials for the Platform that Voyage Control makes available, as updated from time to time.

EULA: the End User Licence Agreement at https://voyagecontrol.com/enduserlicenceagreement, as updated from time to time.

Fees: the amounts stated in an Order Form.

Intellectual Property Rights: patents, copyrights, trademarks, trade secrets, database rights and all other intellectual property rights anywhere in the world.

Order Form: a document issued by Voyage Control (including a quote accepted by electronic signature) that identifies Client, the Site(s), the products, the Subscription Term, the Fees and the payment schedule, and references this Agreement.

Platform: Voyage Control’s cloud-hosted logistics and site management software, including its mobile and web applications, APIs, Updates and Documentation, and the modules listed on an Order Form.

Professional Services: implementation, configuration, training, on-site services and other services listed on an Order Form.

Site: a construction project, venue or other location named on an Order Form.

Site Participants: subcontractors, suppliers, hauliers, drivers and other third parties whom Client invites to use the Platform for a Site.

Subscription Term: for each Site, the period from the License Start Date to the License End Date stated on the Order Form, including any holdover period under Section 7.4.

Trial: free or pilot access to the Platform that is not under a paid Order Form.

Updates: bug fixes, patches and improvements that Voyage Control makes generally available to its clients at no extra charge.

Usage Data: technical and usage information generated by the operation of the Platform, such as logs and performance and feature-use metrics, that does not identify Client or an individual.

2. Order Forms and precedence

2.1 Order Forms. Client orders the Platform and Professional Services for each Site through an Order Form. An Order Form is binding when signed (including by electronic signature) by both parties. Each Order Form is a separate contract that incorporates this Agreement. Client’s Affiliates may sign Order Forms under this Agreement, and each Affiliate that does so is “Client” for that Order Form.

2.2 Version. The version of this Agreement in effect on the date an Order Form is signed governs that Order Form for its whole Subscription Term, including any holdover period. Voyage Control may publish new versions for future Order Forms. A new version does not apply to an existing Order Form unless both parties agree in writing. Voyage Control keeps prior versions available on request.

2.3 Order of precedence. If documents conflict, they apply in this order: (a) the Order Form, but only for the commercial matters it is designed to set (Client, Site(s), products and quantities, Subscription Term, Fees, payment schedule and billing details), and for any special term that names the section of this Agreement it changes; (b) this Agreement; (c) the Documentation.

2.4 Documents that do not apply. Pre-printed or online terms on a purchase order, vendor registration, invoice portal, subcontract form or similar document issued by Client do not apply, even if Voyage Control signs, accepts or performs against that document. A purchase order is for Client’s billing purposes only. The same applies to any prime contract, project manual, specification or flow-down provision, unless an Order Form expressly incorporates a named provision.

2.5 Additional Sites and modules. Client may add Sites, modules or users by signing a further Order Form. Unless that Order Form says otherwise, pricing is Voyage Control’s rates in effect when it is signed.

2.6 Enterprise agreements. If Client and Voyage Control have signed an enterprise agreement, that agreement governs Client’s Sites and orders during its term, and this Agreement applies only as that enterprise agreement incorporates it.

3. Access and use

3.1 License. Subject to this Agreement and payment of the Fees, Voyage Control grants Client a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform for the Sites named on the Order Form, for Client’s internal business purposes. Client may permit its Authorized Users and Site Participants to use the Platform for those Sites.

3.2 Site substitution. If a Site is cancelled, delayed or suspended before its License End Date, Client may transfer the remaining Subscription Term for that Site to a replacement Site of similar scope on 30 days’ written notice. A transfer does not reduce or refund the Fees, and each Site may be substituted once. Completion or demobilization of a project does not shorten the Subscription Term, terminate the Order Form or entitle Client to a refund.

3.3 Restrictions. Client will not, and will not permit anyone to: (a) copy, modify, translate or create derivative works of the Platform; (b) reverse engineer, decompile or try to access the source code or non-public APIs of the Platform, except to the extent the law allows despite this restriction; (c) sell, rent, lease, sublicense or otherwise make the Platform available to anyone other than Authorized Users and Site Participants; (d) use the Platform for a site that is not named on an Order Form; (e) use the Platform to build a competing product or service; (f) interfere with the Platform’s operation or security, or run security or load tests on it without Voyage Control’s written consent; (g) upload viruses or other harmful code; (h) remove proprietary notices; or (i) use the Platform in breach of law or of the EULA.

3.4 Updates and changes. Voyage Control provides Updates during the Subscription Term and may change the Platform from time to time. Voyage Control will not make a change that materially reduces the core functionality of a product Client has ordered during that product’s Subscription Term.

3.5 Support and availability. Voyage Control provides the support and service levels described in its support policy attached as Exhibit A. Voyage Control will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except for planned maintenance and events outside its reasonable control.

3.6 Suspension. Voyage Control may suspend access for a Site, or for particular users, if (a) Fees for that Site are more than 15 days overdue after written notice, or (b) Voyage Control reasonably believes that use of the Platform threatens its security or integrity, or breaches Section 3.3. Voyage Control will limit any suspension to what is reasonably necessary, give notice where it is practical, and restore access promptly once the cause is resolved.

3.7 Trials. A Trial runs for the period Voyage Control specifies, or 30 days if none is specified. A Trial is provided “as is”, with no warranties, indemnities or support commitments. Voyage Control’s total liability arising from a Trial is capped at $100. Client Data from a Trial may be deleted when the Trial ends unless Client signs an Order Form.

4. Client responsibilities

4.1 Users and the EULA. Client will ensure that each Authorized User and Site Participant accepts the EULA before using the Platform. Client may not change the EULA. Client is responsible for its Authorized Users’ and Site Participants’ use of the Platform and their compliance with this Agreement, and for all activity under their log-in credentials.

4.2 Credentials. Log-in credentials are personal and may not be shared. Client will notify Voyage Control promptly of any unauthorized access or use it becomes aware of.

4.3 Client Data rights. Client is responsible for the accuracy of Client Data and will obtain all consents and permissions needed for Voyage Control to process Client Data under this Agreement, including any notices required to Site Participants.

4.4 Cooperation. Client will name a primary contact for each Site, give Voyage Control timely access to the people and information it reasonably needs to deliver Professional Services, and provide its own devices, networks and site connectivity. Voyage Control is not responsible for delays caused by Client or Site Participants.

4.5 Site decisions. The Platform is a scheduling and logistics tool. Client remains responsible for site safety, gate and traffic management, and all operational decisions made using the Platform.

5. Site work and project documents

5.1 Software provider. Voyage Control provides software and related services. It is not a trade contractor, subcontractor, supplier of materials or design professional, and it does not perform construction work. Nothing in this Agreement makes Voyage Control responsible for the work of any Site.

5.2 Site visits and on-site services. Voyage Control personnel may be on a Site for implementation, training and support, and to provide on-site services where an Order Form includes them. On-site services support Client’s use of the Platform, are performed under the direction of Client’s site management, and do not change Client’s responsibilities under Section 4.5. While on a Site, Voyage Control personnel will follow the site’s posted safety rules and the reasonable instructions of Client’s site management, and Client may ask Voyage Control to remove any person who does not.

5.3 Project documents. Client’s contract with the project owner, the project manual, specifications, general conditions, retainage and flow-down provisions do not apply to Voyage Control unless an Order Form expressly incorporates a named provision.

5.4 Payment not contingent. Client’s obligation to pay the Fees is not conditional on Client being paid by an owner or any other third party. Pay-when-paid and pay-if-paid provisions do not apply.

6. Fees, invoicing and payment

6.1 Fees. Client will pay the Fees stated on each Order Form. Fees are for the full Subscription Term. Except as this Agreement expressly provides, Order Forms are non-cancellable and Fees are non-refundable.

6.2 Invoicing. Voyage Control invoices according to the payment schedule on the Order Form. If the Order Form has no schedule: implementation fees and the first year’s subscription fees are invoiced on signature, and each later year (or part year) is invoiced annually in advance on the anniversary of the License Start Date.

6.3 Payment terms. Invoices are due within 30 days of the invoice date, in US dollars, by ACH or wire transfer to the account on the invoice. Client’s internal approval, purchase order or vendor registration processes do not extend the due date. If Client needs a purchase order number on invoices, Client will provide it promptly. A missing, late or incorrectly supplied purchase order (PO) will not delay invoicing or change the stated invoice due date.

6.4 Disputes. Client may dispute an invoice in good faith by written notice within 15 days of the invoice date, describing the disputed amount and the reason. Client will pay the undisputed portion by the due date. The parties will work in good faith to resolve the dispute within 30 days. Client may not set off amounts against the Fees.

6.5 Late payment. Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month and the highest rate the law allows, and Voyage Control may suspend access under Section 3.6. Client will reimburse reasonable costs of collecting overdue amounts.

6.6 Taxes. Fees exclude sales, use, value added, withholding and similar taxes. Client will pay those taxes, other than taxes on Voyage Control’s net income, unless it provides a valid exemption certificate.

6.7 Pricing for new Order Forms. Fees on an Order Form are fixed for its Subscription Term. Voyage Control may change its rates for new Order Forms, including renewals and extensions, and will state the Fees on each new Order Form before Client signs it.

6.8 Expenses. Travel for on-site Professional Services is charged only if the Order Form says so, at reasonable cost and with Client’s prior approval.

7. Term, renewal and termination

7.1 Term of this Agreement. This Agreement starts when Client first accepts it and continues until terminated. Either party may terminate this Agreement on 30 days’ written notice when no Order Form is in effect. If this Agreement ends while an Order Form is still running, this Agreement continues to govern that Order Form until it ends.

7.2 Subscription Term. Each Site’s Subscription Term runs from the License Start Date to the License End Date on the Order Form, with a minimum of 12 months. A Subscription Term does not renew automatically.

7.3 Renewals and extensions. Voyage Control will send a renewal Order Form approximately 60 days before a Site’s License End Date. A Site’s subscription is continued by signing a new Order Form, with a minimum term of 12 months, pro-rated only where the project demonstrably completes sooner.

7.4 Holdover. If Client or its Site Participants keep using the Platform for a Site after its License End Date without a new Order Form, the subscription continues month to month at one twelfth of that Site’s annual subscription fee, invoiced monthly in arrears, until a new Order Form is signed or either party gives 30 days’ written notice.

7.5 Termination for cause. Either party may terminate an Order Form, or this Agreement, by written notice if the other party (a) materially breaches it and does not cure the breach within 30 days of written notice, or (b) becomes insolvent, makes an assignment for the benefit of creditors, has a receiver appointed, or is the subject of a bankruptcy petition that is not dismissed within 60 days.

7.6 Effect on Fees. If Client terminates for Voyage Control’s uncured breach, Voyage Control will refund prepaid Fees for the remainder of the affected Subscription Term. If Voyage Control terminates for Client’s uncured breach, all unpaid Fees for the rest of the affected Subscription Term become due. There is no termination for convenience.

7.7 Data export and deletion. For 30 days after a Subscription Term ends, Client may export Client Data for that Site using the Platform’s standard export tools, or request an export in CSV or another standard format, at no charge. After that period, Voyage Control may delete Client Data for that Site from the live Platform, and will delete it from backups in the ordinary course of its backup cycle, except where the law requires it to keep data. Aggregated Data and Usage Data are not deleted. Deletion does not apply to the account details of an Authorized User or Site Participant who also uses the Platform for another Voyage Control client. For those users, Voyage Control will remove their access to Client’s Sites and delete the Client Data associated with them, and will keep only the account details needed for their use of the Platform elsewhere.

7.8 Survival. Sections 1, 3.3, 6 (for amounts owed), 7.6 to 7.8, 8 to 12 and 14 survive the end of this Agreement or an Order Form.

8. Client Data, security and confidentiality

8.1 Ownership of Client Data. As between the parties, Client owns Client Data. Voyage Control acquires no ownership of Client Data under this Agreement.

8.2 Voyage Control’s use of Client Data. Client grants Voyage Control a non-exclusive, royalty-free license during the Subscription Term, and for the export period in Section 7.7, to host, process and use Client Data to provide, support, secure and maintain the Platform and Professional Services, to create Aggregated Data, and as required by law.

8.3 Usage Data and Aggregated Data. Voyage Control owns Usage Data and Aggregated Data and may use them for any lawful business purpose, including operating, analyzing and improving the Platform and its other products and models, and publishing industry benchmarks, provided the data does not identify Client, a Site or an individual.

8.4 Security. Voyage Control will maintain a written information security program with administrative, technical and physical safeguards appropriate to the nature of Client Data, designed to protect it against unauthorized access, loss, alteration or disclosure. Voyage Control hosts the Platform with global third-party cloud providers, using local hosting regions to support clients’ data sovereignty and privacy requirements. US client data is hosted in the United States. Voyage Control reviews its security program at least annually. On reasonable written request, not more than once a year, Voyage Control will answer Client’s standard security questionnaire. Voyage Control personnel outside the United States may access Client Data to provide customer and technical support. They access only what that support requires, and they are bound by the same security and confidentiality obligations as this Agreement.

8.5 Security incidents. If Voyage Control confirms unauthorized access to Client Data in its systems, it will notify Client without undue delay and in any event within 72 hours of confirmation, take reasonable steps to contain and remediate the incident, and give Client the information it reasonably needs to meet its own legal obligations.

8.6 Service providers. Voyage Control may use hosting providers, its Affiliates and other service providers to deliver the Platform and Professional Services. Voyage Control remains responsible for their performance and for their handling of Client Data under this Agreement.

8.7 Personal information. The Platform processes limited personal information such as names, business contact details, phone numbers and vehicle registrations. Each party will comply with privacy and data protection laws that apply to it.

8.8 Confidentiality. “Confidential Information” means non-public information one party (the “Discloser”) shares with the other (the “Recipient”) that is marked confidential or that a reasonable person would understand to be confidential. Voyage Control’s Confidential Information includes the Platform, the Documentation, its pricing and the terms of each Order Form. Client’s Confidential Information includes Client Data. Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient, (b) the Recipient already lawfully knew, (c) the Recipient lawfully receives from a third party without restriction, or (d) the Recipient develops independently without using the Discloser’s information.

8.9 Obligations. The Recipient will use the Discloser’s Confidential Information only to perform or exercise its rights under this Agreement, will share it only with its and its Affiliates’ employees, contractors and advisers who need to know it and are bound by duties of confidentiality at least as protective as these, and will protect it with at least reasonable care. The Recipient may disclose Confidential Information where required by law or court order, after giving the Discloser prompt notice where legally permitted so it can seek a protective order. These obligations last for the term of this Agreement and 5 years after it ends, and for trade secrets for as long as they remain trade secrets.

8.10 Return. When this Agreement ends, and on the Discloser’s request, the Recipient will return or destroy the Discloser’s Confidential Information, except copies kept in routine backups or required by law, which remain subject to this Section 8. Client Data is handled under Section 7.7.

9. Intellectual property

9.1 Voyage Control’s property. Voyage Control and its licensors own all right, title and interest, including all Intellectual Property Rights, in the Platform, the Documentation, Usage Data, Aggregated Data and anything Voyage Control develops in providing Professional Services, including configurations and templates. No rights are granted except as expressly stated in this Agreement.

9.2 Feedback. If Client or its users give suggestions or feedback about the Platform, Voyage Control may use them without restriction or payment.

9.3 Publicity. Voyage Control may name Client and display Client’s logo in customer lists on its website and in sales materials. Any press release, case study or other public statement about Client requires Client’s prior written approval, not to be unreasonably withheld. Client may withdraw this permission for future materials at any time by written notice.

9.4 Powered by Voyage Control. During the Subscription Term, Client may display “Powered by Voyage Control” and Voyage Control’s logo on booking pages and site materials that use the Platform, following Voyage Control’s brand guidelines. This gives Client no other rights in Voyage Control’s names or trademarks, and Client may not present itself as acting for, or make commitments on behalf of, Voyage Control.

10. Warranties

10.1 Mutual. Each party warrants that it has the authority to enter into this Agreement and that it will comply with the laws that apply to its performance.

10.2 Platform. Voyage Control warrants that during the Subscription Term (a) the Platform will perform materially in accordance with the Documentation, and (b) Voyage Control will not knowingly introduce viruses or other harmful code into the Platform.

10.3 Professional Services. Voyage Control warrants that it will perform Professional Services in a professional and workmanlike manner.

10.4 Remedy. If Client notifies Voyage Control of a breach of Section 10.2 or 10.3 during the Subscription Term, Voyage Control will use commercially reasonable efforts to correct the non-conformity or re-perform the services. If it cannot do so within 30 days of notice, Client may terminate the affected Order Form and receive a refund of prepaid Fees for the remainder of its Subscription Term. This is Client’s sole remedy for breach of those warranties.

10.5 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 10, THE PLATFORM AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS”, AND VOYAGE CONTROL DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. VOYAGE CONTROL DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT IT WILL WORK WITH SYSTEMS, DEVICES OR THIRD-PARTY PLATFORMS NOT SUPPLIED BY VOYAGE CONTROL.

10.6 Third-party platforms. If Client connects the Platform to a third-party product (for example, a project management, ERP or access control system), Client’s use of that product is governed by Client’s agreement with its provider. Voyage Control is not responsible for third-party products and may exchange Client Data with them as Client directs.

11. Indemnification

11.1 By Voyage Control. Voyage Control will defend Client against any third-party claim alleging that the Platform, as provided by Voyage Control and used in accordance with this Agreement, infringes that third party’s United States copyright or trademark or misappropriates its trade secret, and will pay the damages and costs finally awarded or agreed in settlement. Section 11.1 does not apply to claims of patent infringement.

11.2 Exclusions. Section 11.1 does not apply to claims arising from (a) Client Data or third-party products, (b) combination of the Platform with anything not supplied by Voyage Control, where the claim would not have arisen without the combination, (c) modification of the Platform by anyone other than Voyage Control, or (d) use in breach of this Agreement or after Voyage Control has provided a non-infringing Update.

11.3 Infringement remedies. If the Platform is, or Voyage Control reasonably believes it may be, subject to an infringement claim, Voyage Control may at its option and expense (a) obtain the right for Client to keep using it, (b) modify or replace it so it is non-infringing without materially reducing its functionality, or (c) if neither is commercially reasonable, terminate the affected Order Form and refund prepaid Fees for the remainder of its Subscription Term. Sections 11.1 to 11.3 state Voyage Control’s entire liability, and Client’s sole remedy, for infringement claims.

11.4 By Client. Client will defend Voyage Control and its Affiliates against any third-party claim arising from (a) Client Data, including a claim that its collection or use under this Agreement infringes a third party’s rights or breaches privacy law, (b) use of the Platform by Client, its Authorized Users or Site Participants in breach of Section 3.3, the EULA or law, or (c) bodily injury, death or property damage at a Site, except to the extent caused by the negligence or willful misconduct of Voyage Control personnel. Client will pay the damages and costs finally awarded or agreed in settlement.

11.5 Procedure. The party seeking defense will (a) notify the other party promptly (a delay only affects the obligation to the extent it causes prejudice), (b) give the defending party sole control of the defense and settlement, and (c) provide reasonable cooperation at the defending party’s expense. The defending party may not settle a claim in a way that admits fault by, or imposes an obligation other than payment on, the other party without its prior written consent. The other party may take part with its own counsel at its own expense.

12. Limitation of liability

12.1 No indirect damages. NEITHER PARTY IS LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, OR FOR PROJECT DELAY COSTS, HOWEVER CAUSED AND EVEN IF ADVISED OF THE POSSIBILITY.

12.2 General cap. EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ALL ORDER FORMS IS LIMITED TO THE FEES PAID AND PAYABLE BY CLIENT UNDER THE ORDER FORM(S) GIVING RISE TO THE CLAIM DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY.

12.3 Enhanced cap. FOR BREACH OF SECTION 8 (CLIENT DATA, SECURITY AND CONFIDENTIALITY) AND FOR THE INDEMNITIES IN SECTION 11, EACH PARTY’S TOTAL LIABILITY IS LIMITED TO TWO (2) TIMES THE AMOUNT IN SECTION 12.2. THIS ENHANCED CAP IS THE MAXIMUM FOR THOSE CLAIMS COMBINED, NOT AN ADDITION TO THE GENERAL CAP.

12.4 Exceptions. Sections 12.1 to 12.3 do not limit (a) Client’s obligation to pay Fees, (b) a party’s liability for fraud, gross negligence or willful misconduct, or (c) Client’s liability for use of the Platform in breach of Section 3.3.

12.5 Application. These limits apply to all claims under any theory, including contract, tort (including negligence), statute and strict liability, and apply even if a limited remedy fails of its essential purpose. The Fees reflect the allocation of risk in this Section 12.

12.6 Time limit. Neither party may bring a claim under this Agreement more than 2 years after the claiming party knew or should reasonably have known of it, except a claim for unpaid Fees.

13. Insurance

13.1 Coverage. Voyage Control maintains insurance customary for a provider of software and related services, and will provide certificates of insurance on request. If Client requires insurance beyond this coverage, Client will reimburse Voyage Control for the additional premium, as agreed in an Order Form.

13.2 No other requirements. Insurance requirements in Client’s subcontract forms, project manuals or vendor registration processes do not apply unless an Order Form expressly adopts them.

14. General

14.1 Assignment. Neither party may assign this Agreement without the other party’s prior written consent, not to be unreasonably withheld, except that either party may assign it without consent to an Affiliate or to a successor in a merger, acquisition or sale of all or substantially all of its business or assets, on written notice. Any other assignment is void. This Agreement binds permitted successors and assigns.

14.2 Force majeure. Neither party is liable for failure or delay in performance (other than payment) caused by events beyond its reasonable control, including natural disasters, epidemics, war, terrorism, labor disputes (other than its own), government action, and failures of internet, power or third-party hosting providers.

14.3 Governing law and venue. New York law governs this Agreement, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The state and federal courts in New York County, New York have exclusive jurisdiction, and each party consents to them. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

14.4 Notices. Legal notices must be in writing and sent by email with a copy by courier or certified mail, to the addresses on the most recent Order Form or as a party later designates. Notices to Voyage Control go to info@voyagecontrol.com and 99 Wall Street #1120, New York, NY 10005, Attention: Chief Executive Officer. Routine operational and billing communications may be sent by email alone.

14.5 Relationship. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency or employment relationship.

14.6 Entire agreement and amendments. This Agreement, together with the Order Forms, is the entire agreement between the parties on its subject matter and supersedes all prior proposals, understandings and agreements. It may be amended only by a written document signed by both parties that states it amends this Agreement. Changes in a proposal, email or purchase order do not amend it.

14.7 Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is found unenforceable, it will be enforced to the maximum extent permitted and the rest of this Agreement stays in effect.

14.8 Compliance. Each party will comply with anti-corruption and export control laws that apply to it. Client will not make the Platform available in a country or to a person subject to United States sanctions.

14.9 Third parties. There are no third-party beneficiaries of this Agreement.

14.10 Counterparts and electronic signature. Order Forms and this Agreement may be signed electronically and in counterparts, each of which is an original.

14.11 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. This Agreement will not be construed against either party as its drafter.

Exhibit A: Client Support and Service Level Agreements

Voyage Control undertakes to provide the following:

• Account management from selected personnel within the company.
• Incident and defect management as per the timelines described below.
• 24/7 technical and monitoring support and tools.
• End user support (English only) will be enabled via Zendesk; this will also provide FAQs as needed.
• Training: assist in developing appropriate training materials with staff, and assist with providing training for user groups and other key stakeholders.

All timelines are dependent upon getting support as needed from the client.

Service Level Terms – Application Support

• Advanced notice of upgrades/releases/outages (typically every two weeks).
• Regular notifications of new core features and/or additional platform modules (paid).
• The Platform is hosted on Amazon Web Services across multiple regions. Voyage Control targets 99% availability, measured monthly and excluding planned maintenance. This is a service target, not a guarantee, and no service credits apply.
• Regular database backups.