TERMS OF SERVICE

1. Definitions and Interpretation

In these Terms of Service (“Terms”), the following definitions apply:

“Workerline”, “we”, “us”, or “our” refers to Scoutbase ApS, a company registered in Denmark (CVR 39001543), trading as Workerline.

“Customer”, “you”, or “your” refers to the entity that subscribes to the Workerline Platform under a SaaS Agreement or other written agreement.

“Platform” refers to the Workerline software-as-a-service platform, including all related tools, APIs, AI systems, dashboards, and reports.

“Crew Members” refers to seafarers and other vessel personnel who interact with the Platform via onboard check-ins.

“SaaS Agreement” refers to the specific subscription agreement between Workerline and the Customer governing the use of the Platform.

“Services” refers to all services provided by Workerline under these Terms and any applicable SaaS Agreement, including the Platform, AI-powered wellbeing check-ins, reporting, escalation support, and related features.

2. Acceptance of Terms

By accessing or using the Workerline Platform, or by entering into a SaaS Agreement with Workerline, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity. If you do not agree to these Terms, you may not access or use the Platform.

These Terms apply in addition to any SaaS Agreement between you and Workerline. In the event of a conflict between these Terms and a signed SaaS Agreement, the SaaS Agreement shall prevail.

3. Description of Services

Workerline provides a proactive crew wellbeing monitoring platform for the maritime industry. Our core services include:

• Engage: Anonymous, AI-powered wellbeing check-ins with crew members via vessel WiFi connectivity.
• Detect: AI-driven analysis to identify early warning signs and trends in crew wellbeing across vessels and fleets.
• Escalate: Structured escalation protocols that route critical wellbeing concerns to appropriate support providers.
• Educate: Resources and guidance to support crew wellbeing awareness and management best practices.
• Track: Dashboard-based reporting and analytics to monitor wellbeing trends over time.

The specific scope and features available to the Customer are defined in the applicable SaaS Agreement.

4. Account and Access

Customers are responsible for maintaining the security and confidentiality of their account credentials and for all actions taken under their accounts. You agree to notify Workerline promptly of any unauthorised access to or use of your account.

Workerline is not liable for any loss or damage arising from your failure to maintain adequate account security. Customer shall ensure that only authorised personnel access the Platform and that access credentials are not shared with unauthorised third parties.

5. Subscription and Fees

Access to the Platform is provided on a per-vessel subscription basis as set out in the applicable SaaS Agreement. Subscription fees, payment terms, billing frequency, and any applicable trial periods are specified in the SaaS Agreement.

Unless otherwise agreed in writing, fees are non-refundable. Workerline reserves the right to adjust pricing upon renewal of a subscription term by providing written notice at least ninety (90) days before the end of the then-current term. Annual fee increases shall not exceed 5% unless otherwise agreed.

If payment is overdue by more than thirty (30) days, Workerline may suspend access to the Platform until payment is received, upon providing written notice. Fees remain payable during any suspension period, except where suspension results solely from Workerline’s breach.

6. Acceptable Use and Restrictions

You agree to use the Platform only for its intended purpose of monitoring and supporting crew wellbeing. You shall not:

• Attempt to identify individual crew members from anonymised data provided through the Platform.
• Use data obtained through the Platform to take punitive or discriminatory action against crew members based on their participation or responses.
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, or structure of the Platform, except to the extent such restriction is prohibited by applicable law.
• Copy, modify, distribute, or create derivative works based on the Platform or its content.
• Sell, resell, sublicense, or otherwise make the Platform available to third parties without Workerline’s prior written consent.
• Use the Platform for any unlawful purpose or in violation of any applicable laws or regulations.
• Interfere with or disrupt the integrity or performance of the Platform, or attempt to gain unauthorised access to the Platform or its related systems.
• Use the Platform to develop a competing product or service, or copy any features, functions, or user interface of the Platform.

Workerline reserves the right to suspend or terminate access for any Customer that violates these restrictions, in accordance with Section 8.

7. Crew Anonymity

The Workerline Platform is anonymous by design. The system never asks for, collects, or stores personal or identifiable information about crew members. There is no mechanism within the Platform for Workerline, the Customer, or ship management to identify which crew member provided any given response.

The Customer acknowledges and agrees that the anonymity of crew responses is essential to the effectiveness and integrity of the Platform. Any attempt by the Customer to identify individual crew members from data provided through the Platform is a material breach of these Terms.

The only exception to anonymity occurs when a crew member voluntarily discloses their own identity during a check-in conversation and explicitly consents to that information being shared. In such cases, the voluntarily shared information may be passed to designated personnel or external wellbeing providers to facilitate appropriate support. This is entirely at the crew member’s discretion and is never prompted or required by the system.

8. Suspension

Workerline may temporarily suspend Customer’s access to the Platform, with or without notice, if:

• Customer has an outstanding, undisputed balance on its account for more than thirty (30) days.
• Customer breaches Section 6 (Acceptable Use and Restrictions).
• Customer uses the Platform in violation of these Terms or in a manner that materially and negatively impacts the Platform or other users.
• Suspension is required to comply with applicable law or respond to a legal request or order.

Where practicable, Workerline will provide Customer with prior notice before suspending access. Workerline will reinstate access promptly upon resolution of the underlying issue.

9. Critical Case Escalation

Workerline operates a structured escalation framework for situations where the Platform detects indicators of serious wellbeing concern.

Where a crew member has voluntarily identified themselves and explicitly consented to sharing, the escalation protocol may involve sharing that information with the vessel Master, Customer’s designated wellbeing contact, or external professional wellbeing providers to facilitate appropriate support.

Where the system detects indicators of serious concern but the crew member has not identified themselves, Workerline may issue a general, non-identifying alert to the vessel Master indicating that a wellbeing concern has been detected on board. This alert cannot and does not identify the individual.

The Customer acknowledges that Workerline’s escalation protocol is designed to protect crew safety and agrees to cooperate in good faith with any escalation procedures. Details of the escalation framework are set out in the SaaS Agreement.

Workerline does not provide medical, psychological, or emergency services. The escalation protocol facilitates connection with appropriate professional support but does not replace the Customer’s own independent statutory, contractual, or common law duty of care obligations to crew members under applicable maritime, employment, health and safety, or other laws.

10. Data Protection

Workerline processes personal data in accordance with the General Data Protection Regulation (GDPR) and applicable Danish data protection law. Our data processing practices are described in our Privacy Policy.

Where Workerline processes personal data on behalf of the Customer as a data processor, the parties shall enter into a Data Processing Agreement as required by GDPR Article 28. The Data Processing Agreement forms part of or is appended to the SaaS Agreement.

Both parties agree to implement appropriate technical and organisational measures to protect personal data, and to cooperate in responding to data subject requests and data protection inquiries from supervisory authorities.

11. Intellectual Property

All intellectual property rights in the Platform, including its software, algorithms, AI and machine learning models, user interface, documentation, and branding, are and shall remain the exclusive property of Workerline. This Agreement does not grant Customer any rights to Workerline’s intellectual property except the limited right to use the Platform as expressly set forth herein.

The Customer retains ownership of any data it provides to Workerline for processing through the Platform. Workerline is granted a limited, non-exclusive licence to process such data solely for the purpose of providing the Services.

Workerline may use anonymised and aggregated data derived from the Platform for the purposes of improving its services, conducting research, and developing industry benchmarks, provided such data cannot be used to identify any individual crew member or Customer.

12. Platform Availability and Support

Workerline will use commercially reasonable efforts to maintain the availability of the Platform. Specific availability commitments, including uptime targets, maintenance windows, and support response times, are set out in the Service Level Agreement (SLA) forming part of the SaaS Agreement.

Workerline may perform scheduled maintenance from time to time and will provide advance notice of any planned downtime that may affect the Customer’s use of the Platform.

13. Warranties and Disclaimers

Workerline warrants that: (a) the Platform will perform materially in accordance with its documentation during the subscription period; (b) Workerline has the right to grant the licences in these Terms; and (c) Workerline will comply with applicable laws in providing the Services.

Except as expressly stated in these Terms or in a SaaS Agreement, the Platform is provided “as is” and “as available.” Workerline disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.

Workerline expressly disclaims any warranty that: (a) the Platform will detect all wellbeing risks; (b) AI-generated assessments will be accurate, complete, or timely in all cases; (c) the Platform will prevent any adverse events, injuries, or harm to crew members; or (d) the Platform is suitable as the sole or primary means of crew welfare monitoring.

The Platform is a supplementary monitoring and decision-support tool. It does not diminish, replace, or fulfil the Customer’s independent statutory, contractual, or common law duty of care obligations to crew members.

14. Limitation of Liability

To the maximum extent permitted by applicable law, Workerline’s total aggregate liability under or in connection with these Terms and any SaaS Agreement shall not exceed the total fees paid by the Customer to Workerline in the twelve (12) months preceding the event giving rise to the claim.

In no event shall Workerline be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of data, business interruption, or loss of goodwill, whether arising from contract, tort, or otherwise.

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

15. Indemnification

The Customer shall indemnify and hold harmless Workerline from and against any claims, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) the Customer’s breach of these Terms; (b) the Customer’s failure to fulfil its independent duty of care to crew members; (c) the Customer’s misuse of the Platform or data provided through the Platform; or (d) any action or inaction by Customer in response to information provided by the Platform.

Workerline shall indemnify and hold harmless the Customer from and against any third-party claims alleging that the Platform, as provided by Workerline, infringes any intellectual property rights of a third party, provided the Customer: (a) promptly notifies Workerline in writing; (b) gives Workerline sole control of the defence and settlement; and (c) provides reasonable cooperation.

16. Term and Termination

The term of these Terms begins when the Customer first accesses the Platform or enters into a SaaS Agreement and continues for the duration of the subscription period specified in the SaaS Agreement. The Agreement renews automatically for successive one-year periods unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.

Either party may terminate the SaaS Agreement immediately upon written notice if the other party: (a) materially breaches the agreement and fails to cure such breach within thirty (30) days of receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases operations.

Upon termination: (a) the Customer’s access to the Platform ceases immediately; (b) Customer shall pay all fees accrued through the termination date; (c) each party shall return or destroy the other party’s Confidential Information; and (d) Workerline shall make Customer Data available for export for thirty (30) days and delete it within ninety (90) days, except as required by law or as permitted in anonymised form.

Fees paid in advance are non-refundable except where termination results from Workerline’s uncured material breach.

Sections relating to intellectual property, limitation of liability, indemnification, confidentiality, and governing law shall survive termination.

17. Confidentiality

Each party agrees to treat as confidential all non-public information received from the other party in connection with these Terms or the SaaS Agreement. Neither party shall disclose confidential information to any third party except as necessary to perform its obligations, to its professional advisors, or as required by law. Confidential information may be disclosed if required by law or court order, provided the disclosing party gives reasonable prior notice where permitted.

This confidentiality obligation shall survive for a period of three (3) years after termination of the SaaS Agreement.

18. Third-Party Rights

These Terms do not confer any rights on any third party, including crew members. Crew members are not parties to these Terms and have no right to enforce any provision herein. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

19. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations (other than payment obligations) under these Terms to the extent that such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, government actions, epidemics, pandemics, power failures, internet disruptions, telecommunications failures, or third-party service provider failures.

If a Force Majeure event continues for more than sixty (60) days, either party may terminate these Terms upon written notice without liability, except for fees accrued prior to termination.

20. Modifications to Terms

Workerline reserves the right to modify these Terms from time to time. We will provide at least thirty (30) days’ notice of material changes by email or through the Platform. Continued use of the Platform after such notice constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you may terminate your subscription in accordance with the SaaS Agreement.

21. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of laws provisions.

The parties shall attempt to resolve any dispute arising out of or relating to these Terms through good faith negotiations. If the dispute is not resolved within thirty (30) days, either party may escalate the matter to senior executives of each party. If the dispute remains unresolved, either party may submit it to mediation administered by the Danish Institute of Arbitration (Danish Arbitration) in Copenhagen, conducted in English, with costs shared equally. If mediation does not resolve the dispute within sixty (60) days, either party may pursue binding arbitration or litigation in the courts of Copenhagen, Denmark.

For Customers with a signed SaaS Agreement, the dispute resolution provisions in the SaaS Agreement shall take precedence over this section.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief from a court of competent jurisdiction to protect its intellectual property rights or confidential information without first engaging in the dispute resolution procedures above.

22. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.

23. Entire Agreement

These Terms, together with any applicable SaaS Agreement (including its Data Processing Agreement, Order Form, and Schedules), and Privacy Policy, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings. The Privacy Policy is a separate public-facing document and does not form part of the SaaS Agreement. In the event of conflict between the Privacy Policy and the SaaS Agreement regarding data processing, the Data Processing Agreement shall prevail.

24. Contact

For questions about these Terms of Service, please contact:

Scoutbase ApS (trading as Workerline)

Nørrebrogade 45D, 2200 Copenhagen N, Denmark

CVR: 39001543

Email: info@scoutbase.com