Terms of Use

Effective Date: 2 March 2026  |  Last Updated: 12 September 2026

These Terms of Use ("Terms") govern your access to and use of the products, software, hardware, cloud services, and websites provided by Vinova Systems Ltd (Company No. 15969790), registered at 167–169 Great Portland Street, 5th Floor, London, England, W1W 5PF ("Vinova Systems", "we", "us", or "our").

By accessing or using any of our Services, you agree to be bound by these Terms. If you do not agree, you must not use our Services.

These Terms apply to all Vinova Systems products and services, including but not limited to:

• NCoDE Command - unified vessel management and operating platform
• NCoDE Mobile - iOS and Android mobile application
• NCoDE Peplink - network monitoring and management integration
• NCoDE Fleet - multi-vessel fleet management platform
• NCoDE SeaTwin - digital twin technology
• AirTime and SeaLink - connectivity and communication services
• Any associated hardware, firmware, cloud infrastructure, APIs, websites, documentation, and support services (collectively, the "Services")

1. Licence and Permitted Use

1.1 Licence Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Services for your internal business purposes in connection with vessel management, fleet operations, and related maritime, industrial, or vehicle monitoring activities.

1.2 Restrictions

You shall not:

• Copy, modify, reverse engineer, decompile, or disassemble any software component of the Services;
• Sublicense, resell, rent, lease, or distribute the Services to any third party without our prior written consent;
• Remove or alter any proprietary notices, trademarks, or branding from the Services;
• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations;
• Attempt to gain unauthorised access to any part of the Services, related systems, or networks;
• Use the Services to develop a competing product or service.

1.3 Account Responsibility

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You must notify us immediately of any unauthorised access or use.

2. Service Availability

2.1 Cloud and Connectivity Services

Cloud-based Services (including NCoDE Fleet, cloud sync, and data proxy services) depend on third-party infrastructure and internet connectivity. We will use commercially reasonable efforts to maintain service availability, but we make no guarantees regarding uptime, latency, or data throughput. We are not liable for any interruption, degradation, or loss of service caused by:

• Internet or network outages;
• Satellite, VSAT, or cellular connectivity failures;
• Third-party cloud infrastructure issues (including but not limited to Microsoft Azure);
• Scheduled or emergency maintenance;
• Force majeure events (see Section 11).

2.2 On-Vessel Software

NCoDE Command and associated on-vessel software operate on hardware within the vessel's environment. Performance depends on the vessel's IT infrastructure, sensor connectivity, network configuration, and environmental conditions, all of which are outside our control once the system is deployed.

2.3 Mobile Applications

NCoDE Mobile requires a functioning connection to a NCoDE system (either via local WiFi or cloud proxy). App availability and performance depend on your device, operating system, network connection, and App Store / Google Play availability, which are outside our control.

2.4 Modifications and Discontinuation

We reserve the right to modify, update, or discontinue any part of the Services at any time, with or without notice. We will use reasonable efforts to provide advance notice of material changes or discontinuation of core features. Continued use after changes are implemented constitutes acceptance of the modified Services.

3. Hardware

3.1 Hardware Supplied by Vinova Systems

Where we supply hardware as part of the Services (including but not limited to NCoDE server units, sensor interfaces, networking equipment, or installation components), the following applies:

• Hardware is supplied in accordance with the specifications agreed at the time of order.
• Title and risk in hardware passes to you upon delivery to the vessel or nominated delivery address.
• Any hardware warranty is limited to defects in materials and workmanship and is provided for a period of 12 months from delivery, unless otherwise agreed in writing.

3.2 Hardware Limitations

Hardware operates within specified environmental tolerances. We are not liable for hardware failure or degradation caused by:

• Installation not performed in accordance with our specifications or guidelines;
• Exposure to conditions outside specified operating parameters (temperature, humidity, vibration, salt spray, etc.);
• Physical damage, water ingress, electrical surges, or tampering;
• Modifications or repairs performed by unauthorised personnel;
• Normal wear and tear;
• Integration with third-party equipment not approved by Vinova Systems.

3.3 No Recall Obligation

To the maximum extent permitted by applicable law, Vinova Systems shall have no obligation to recall, replace, or retrieve any hardware, software, or firmware once delivered or deployed, except where required by mandatory applicable law or regulation. Any hardware returns, replacements, or upgrades are at our sole discretion and may be subject to additional charges.

4. Data and Telemetry

4.1 Your Data

You retain ownership of all vessel telemetry data, configuration data, and other data generated by your use of the Services ("Your Data"). We do not claim ownership of Your Data.

4.2 Data Accuracy

The Services display data received from onboard sensors, third-party AIS services, weather services, and other data sources. We do not guarantee the accuracy, completeness, reliability, or timeliness of any data displayed by the Services. Data accuracy depends on the quality and calibration of onboard sensors and the reliability of external data sources, both of which are outside our control.

4.3 Data Processing

We process Your Data only as necessary to provide the Services and as described in our Privacy Policy. Where cloud sync is enabled, Your Data is transmitted and stored securely in accordance with our Privacy Policy.

5. Intellectual Property

5.1 Our IP

All intellectual property rights in the Services, including software, firmware, designs, documentation, trademarks (including NCoDE, NCoDE SeaTwin, SeaLink, AirTime, and Vinova Systems), trade secrets, and know-how, remain the exclusive property of Vinova Systems or our licensors. Nothing in these Terms transfers any intellectual property rights to you.

5.2 Feedback

If you provide suggestions, ideas, or feedback about the Services, you grant us a perpetual, irrevocable, royalty-free licence to use that feedback for any purpose without obligation to you.

6. Safety-Critical Use and Regulatory Compliance

6.1 Not a Navigation or Safety System

You must not rely solely on the Services for navigation, collision avoidance, fire detection, flood detection, or any other safety-critical decision. The Services are not a primary or sole means of navigation. Always use certified and approved marine safety and navigation equipment as required by applicable maritime regulations, including SOLAS, Flag State requirements, and Classification Society rules. Position, AIS, sensor, alarm, and telemetry data may be delayed, incomplete, inaccurate, or unavailable.

6.2 Regulatory Compliance Remains Your Responsibility

Certain Services assist you in recording, tracking, and evidencing activities relevant to maritime cyber and safety regulation, including USCG 33 CFR 101 Subpart F, the EU NIS2 Directive (2022/2555), IMO Resolution MSC.428(98) and its guidelines in MSC-FAL.1/Circ.3, and IACS Unified Requirements E26 and E27. Those features are administrative and record-keeping tools only.

You remain solely responsible for your own regulatory compliance. We do not warrant, represent, or guarantee that use of the Services will result in, achieve, or maintain compliance with any law, regulation, directive, unified requirement, class notation, or flag administration requirement, nor that any submission, plan, drill record, training record, or report generated using the Services will be accepted by any regulator, port state control authority, classification society, flag administration, auditor, or insurer.

6.3 Not Professional Advice

Nothing in the Services, the documentation, or this website constitutes legal, regulatory, classification, insurance, or professional engineering advice. Regulatory instruments are amended from time to time and their application depends on your vessel, flag, trade, and operation. You should obtain independent professional advice and confirm current requirements with your flag administration, classification society, and insurers.

6.4 Verification

You are responsible for independently verifying any data, alert, status, score, or report produced by the Services before relying on it for an operational, commercial, safety, or regulatory decision.

6.5 Third-Party Research, Statistics and Reporting

Our website contains articles and guidance that cite research, statistics, incident reports, and news reporting produced by third parties, including industry bodies, research organisations, classification societies, insurers, government agencies, and news publishers. Where we cite such material we attribute it to the organisation that published it.

That material is reproduced as published and is not our own research. We do not independently verify third-party figures, and we make no representation or warranty as to their accuracy, completeness, currency, or methodology. Statistics of this kind are frequently revised, restated, or superseded, and figures describing incidents, costs, or threat volumes may be estimates, samples, or survey responses rather than complete counts.

Regulatory and market information on this website reflects our understanding at the time of writing and may become out of date. Deadlines, penalties, plan pricing, service terms, and enforcement positions set by third parties are subject to change without notice to us.

You must not rely on any third-party figure, regulatory summary, pricing statement, or incident description on this website for a commercial, operational, insurance, or compliance decision. Verify it against the originating source, and obtain independent professional advice where the decision warrants it. To the maximum extent permitted by applicable law, we accept no liability for any loss arising from reliance on third-party material reproduced on this website.

7. Disclaimer of Warranties

To the maximum extent permitted by applicable law, we expressly disclaim all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• Warranties that the Services will be uninterrupted, error-free, secure, or free of viruses or harmful components;
• Warranties regarding the accuracy, reliability, or completeness of any data, content, or information provided through the Services;
• Warranties that the Services will meet your specific requirements or expectations;
• Warranties regarding the compatibility of the Services with any third-party hardware, software, or systems.

You acknowledge that the maritime environment presents unique challenges (including but not limited to saltwater exposure, vibration, electromagnetic interference, connectivity limitations, and extreme weather) that may affect the performance of the Services.

8. Limitation of Liability

8.1 Exclusion of Consequential Damages

To the maximum extent permitted by applicable law, in no event shall Vinova Systems, its directors, officers, employees, agents, or licensors be liable for any:

• Indirect, incidental, special, consequential, or punitive damages;
• Loss of profits, revenue, business, or anticipated savings;
• Loss of data or data corruption;
• Loss of use of the Services or any equipment;
• Cost of procurement of substitute goods or services;
• Vessel damage, downtime, or operational losses;
• Property damage;

arising out of or in connection with your use of (or inability to use) the Services, however caused and regardless of the theory of liability (contract, tort, strict liability, or otherwise), even if we have been advised of the possibility of such damages.

8.2 Maximum Liability

Our total aggregate liability to you for all claims arising out of or in connection with these Terms or the Services shall not exceed the greater of:

• The total fees paid by you to Vinova Systems in the 12 months immediately preceding the event giving rise to the claim; or
• One hundred pounds sterling (£100).

8.3 Essential Basis

You acknowledge that the limitations and exclusions in this section are an essential basis of the bargain between you and Vinova Systems, and that Vinova Systems would not provide the Services without these limitations.

8.4 Exceptions

Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited by applicable law.

9. Indemnification

You agree to indemnify, defend, and hold harmless Vinova Systems and its directors, officers, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or in connection with:

• Your use of the Services;
• Your breach of these Terms;
• Your violation of any applicable law or regulation;
• Any claim by a third party related to your use of the Services;
• Installation, configuration, or maintenance of hardware or software performed by you or your agents.

10. Third-Party Services

The Services may integrate with or depend on third-party products and services, including but not limited to:

• Peplink networking hardware and APIs;
• AIS data services;
• Weather data providers (OpenWeatherMap, OpenPortGuide);
• Map tile providers (MapLibre, MapTiler);
• Microsoft Azure cloud infrastructure;
• Security information and event management services;
• Apple App Store and Google Play Store.

We are not responsible for the availability, accuracy, or performance of third-party services. Your use of third-party services is subject to their respective terms and privacy policies.

11. Force Majeure

We shall not be liable for any failure or delay in performing our obligations under these Terms where such failure or delay results from circumstances beyond our reasonable control, including but not limited to: natural disasters, acts of war or terrorism, pandemics, government actions, power failures, internet or telecommunications outages, satellite failures, strikes, or supply chain disruptions.

12. Term and Termination

12.1 Term

These Terms commence when you first access or use the Services and continue until terminated by either party.

12.2 Termination by You

You may stop using the Services at any time. For mobile applications, you may uninstall the app from your device. For cloud services, you may request account closure by contacting us.

12.3 Termination by Us

We may suspend or terminate your access to the Services immediately if:

• You breach these Terms;
• You fail to pay applicable fees;
• We are required to do so by law;
• We discontinue the Services (with reasonable notice where practicable).

12.4 Effect of Termination

Upon termination: (a) your licence to use the Services immediately ends; (b) you must cease all use of the Services; (c) we may delete Your Data from our cloud systems after a reasonable retention period (minimum 30 days). Sections 5, 6, 7, 8, and 13 survive termination.

13. Mobile Application Terms

13.1 App Store Compliance

If you download NCoDE Mobile from the Apple App Store, the following additional terms apply:

• These Terms are between you and Vinova Systems, not Apple. Apple has no obligation to furnish maintenance or support services for the app.
• In the event of any failure of the app to conform to any applicable warranty, you may notify Apple for a refund of the purchase price (if any). To the maximum extent permitted by law, Apple has no other warranty obligation with respect to the app.
• Apple is not responsible for addressing any claims relating to the app or your use of the app, including but not limited to product liability claims, consumer protection claims, or intellectual property claims.
• In the event of any third-party claim that the app or your use of the app infringes a third party's intellectual property rights, Vinova Systems, not Apple, will be solely responsible for the investigation, defence, settlement, and discharge of any such claim.
• Apple and its subsidiaries are third-party beneficiaries of these Terms. Upon your acceptance of these Terms, Apple will have the right to enforce these Terms against you as a third-party beneficiary.

13.2 Google Play

If you download NCoDE Mobile from Google Play, your use is also subject to the Google Play Terms of Service.

13.3 Updates

We may release updates to mobile applications from time to time. Some updates may be required for continued use of the app. We are not obligated to provide updates, bug fixes, or new features.

14. Governing Law and Disputes

14.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales.

14.2 Jurisdiction

Any disputes arising out of or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

14.3 Informal Resolution

Before initiating any formal proceedings, both parties agree to attempt to resolve disputes informally by contacting the other party in writing and allowing 30 days for resolution.

15. General Provisions

• Entire Agreement: These Terms, together with our Privacy Policy and any applicable service agreement, constitute the entire agreement between you and Vinova Systems regarding the Services.
• Severability: If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: Our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision.
• Assignment: You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights and obligations without restriction.
• Notices: Notices to Vinova Systems should be sent to legal@vinova.uk.

16. Contact