In short: This agreement applies when a charter company subscribes to the Atlas Platform. It is a business-to-business contract: you use Atlas for your business, not as a consumer. You pay per boat, monthly or yearly, in euros. Your data stays yours: for guest, booking, crew and staff data you are the controller and we process it for you under the Data Processing Agreement. When you sell charters through a Direct Booking Website or a Digital Offer, you are the seller; we are not a party and never hold your money. Atlas AI can make mistakes, so check its output before relying on it. You can export your data for 30 days after your subscription ends.
1. Definitions
- “Sail Atlas”, “we”, “us”: HeyAtlas.ai LLC, a New Jersey (USA) limited liability company doing business as Sail Atlas, 2037 Lemoine Ave, Suite 330, Fort Lee, NJ 07024, United States.
- “Customer”, “you”: the charter company or other business that accepts this agreement.
- “Platform” or “Service”: the Atlas software services we provide under this agreement, including:
- Atlas Dashboard (dashboard.sailatlas.app): bookings, fleet, customers and guests, crew records, finance, inbox (email, WhatsApp, SMS), campaigns and reports;
- Atlas Operations, the mobile app for your staff: tasks, check-in and check-out, turnarounds, checklists, photos, signatures, messaging, offline mode, voice notes and commands;
- Digital Offers, Direct Booking Websites and Crew List (crewlist.sailatlas.app);
- Atlas AI: the AI assistant, translation and document reading; and
- the integrations you choose to connect.
- “Atlas Charter”, “Atlas Crew” and “Atlas Owner”: our apps for charter guests, freelance crew and boat owners. They connect to the Platform, but their users use them under their own terms and privacy notices.
- “Order Form”: the online sign-up details, quote or order document accepted by both parties that sets out your Plan, number of boats, Add-ons, billing period and fees.
- “Plan”: the subscription plan you choose, currently Atlas Core or Atlas Growth. “Add-on”: an optional, separately priced feature, such as Atlas AI, Digital Offers, Direct Booking Websites, Owner Portal (Atlas Owner), Email Flow Automation, WhatsApp Integration or Payment System Integration.
- “Subscription Fees”: the fees for your Plan and Add-ons. “Subscription Term”: each monthly or annual period you have paid or committed to, including renewals.
- “Authorised User”: a person you allow to use the Platform under your account (section 3).
- “Customer Data”: all data and files that you, your Authorised Users, guests, crew or agencies enter into the Platform, or that it receives from your integrations for you, including personal data.
- “DPA”: our Data Processing Agreement.
- “Third-Party Service”: any product or service not provided by us, such as booking systems, messaging and payment providers and app stores.
- “Output”: content generated by Atlas AI in response to your inputs.
“Including” means “including without limitation”.
2. Scope and order of precedence
2.1 This agreement governs your use of the Platform. You accept it by ticking the acceptance box at online sign-up or by signing an Order Form that refers to it.
2.2 Business use only. The Platform is offered only to businesses. You confirm that you act for your trade, business or profession and not as a consumer, and that the person accepting can bind your company.
2.3 Documents. The agreement consists of the Order Form, this Subscription Agreement and the DPA. The DPA forms part of this agreement and governs our processing of personal data on your behalf.
2.4 Precedence. If they conflict, the Order Form prevails over this Subscription Agreement, and this Subscription Agreement prevails over the DPA, except that the DPA (and the standard contractual clauses it incorporates) prevails on matters of personal data processing.
2.5 Terms in your purchase orders or other documents do not apply, even if we accept them.
3. Accounts and Authorised Users
3.1 Account. You give us accurate company information (legal name, address, tax number, billing contact) and keep it up to date.
3.2 Authorised Users are:
- your employees and contractors who use Atlas Dashboard or Atlas Operations (“staff”); and
- boat owners you invite to Atlas Owner, who see only the boats, calendar, owner weeks, reports, maintenance records and documents you choose to share.
3.3 Your responsibility. You are responsible for your Authorised Users and everything done under your account. You:
- set admin roles and permissions so each person sees only what they need;
- make sure each person has their own login and keeps it secure;
- remove access promptly when someone leaves; and
- tell us at info@sailatlas.app without delay if you suspect unauthorised access.
3.4 Staff notice. We process staff data in Atlas Dashboard and Atlas Operations on your behalf. You give your staff the Atlas Dashboard & Operations Privacy Notice, or your own notice covering the same processing, before they start using the Platform.
3.5 Owners. You decide which owners to invite and what to share with them, and you confirm you are entitled to share it.
3.6 Guests and crew. Your guests may use Atlas Charter and freelance crew may use Atlas Crew under our app terms and privacy notices (see the Customer App and Crew App notices). They are not your Authorised Users. If you engage crew found through Atlas Crew, the engagement is between you and the crew member; we are not an employer or staffing agency. You are responsible for contracts, pay, insurance, social security and work permits.
4. Subscription, Plans and Add-ons
4.1 Right to use. Subject to this agreement and payment, we grant you a non-exclusive, non-transferable right during the Subscription Term to use the Platform for your internal business purposes, for the Plan, boats and Add-ons in your Order Form.
4.2 Per-boat pricing. Fees are charged per boat. A “boat” is each vessel you manage in the Platform, whether you own it or manage it for an owner.
4.3 Plans and Add-ons. The features of Atlas Core and Atlas Growth are described on our pricing page. Atlas Charter access for your guests is included in both Plans. Add-ons are optional and priced separately; some need a Third-Party Service you contract for yourself (section 9).
4.4 Changes. You may add boats, upgrade or add Add-ons at any time; we charge the extra fees pro rata for the rest of the current term. Reductions and downgrades take effect from your next Subscription Term, without refund for the current term. If you manage more boats than your Order Form allows, we may invoice the extra boats from the date they were added.
4.5 Current prices are published on our pricing page. The prices in your Order Form apply to your Subscription Term, subject to section 6.5.
5. Trial
5.1 We may offer a free trial. Its length and scope are shown at sign-up or in your Order Form.
5.2 During a trial the Platform is provided “as is”, without commitments on availability or support, and sections 16.1 and 18.1 do not apply.
5.3 A trial does not turn into a paid subscription automatically. To continue, you choose a Plan and give billing details. Otherwise your access ends with the trial and we delete the trial account’s Customer Data within 30 days.
6. Fees, invoicing, taxes and late payment
6.1 Billing. Fees are in euros (EUR). You choose annual billing, paid in advance for the year, or monthly billing, paid in advance each month.
6.2 Payment. You pay by the method offered at sign-up or in the Order Form, such as card or bank transfer. Cards are charged automatically at the start of each billing period. Invoices paid by bank transfer are due within 14 days.
6.3 Automatic renewal. Your subscription renews automatically for a term of the same length, and the fees are charged at renewal, unless it is ended under section 19.
6.4 Taxes. Fees exclude VAT and other taxes. You pay all applicable taxes except taxes on our income. Where a reverse-charge mechanism applies, you account for the tax yourself. If you must withhold tax, you increase the payment so that we receive the full amount.
6.5 Price changes. We may change prices with at least 30 days’ notice by email or in the Platform. New prices apply from your next renewal after the notice period. If you do not accept them, you may end your subscription at the end of the current term.
6.6 Late payment. If an undisputed amount is overdue, we may charge interest at 1% per month (or the legal maximum, if lower). If it is more than 14 days overdue, we may suspend access after at least 7 days’ written notice, and we restore access promptly once you pay. Suspension does not end your obligation to pay.
6.7 Disputes. If you dispute an invoice in good faith, tell us in writing within 30 days with your reasons, and pay the undisputed part on time.
6.8 No refunds. Fees paid are non-refundable, except where this agreement provides a refund (sections 12.4, 16.1, 18.1, 19.3, 23.3 and 25.2).
7. Customer Data and your responsibilities
7.1 Ownership. You own all Customer Data. You allow us to host, copy, process and display it only to provide, secure and support the Platform, to comply with law and as set out in the DPA.
7.2 Roles. For personal data about your guests and passengers, bookings, passenger and crew lists (including passport and ID details), your crew records, your staff’s work data, inbox messages, campaign and offer recipients and bookings on your booking website, you are the controller and we are your processor (in Türkiye: veri sorumlusu and veri işleyen). We process it only on your documented instructions, as set out in the DPA.
7.3 Your duties as controller. You are responsible for:
- having a lawful basis for the personal data you enter or collect through the Platform;
- giving privacy notices to your guests, passengers, crew, staff, owners and agencies, and obtaining any consents needed;
- obtaining valid consent before sending marketing by email, SMS or WhatsApp, and honouring opt-outs;
- in Türkiye, registering with the Message Management System (İleti Yönetim Sistemi, İYS) and checking it before sending commercial electronic messages, as required by Law No. 6563;
- the accuracy of passenger and crew lists and other information you submit to authorities, including checking data read by Atlas AI;
- your other duties as controller, such as answering individuals’ requests, notifying breaches and, where applicable, registering with VERBİS; and
- making sure Customer Data does not infringe anyone’s rights or break any law.
7.4 Sensitive data. The Platform is not designed for health, religious, biometric or other special category data. Enter such data only where necessary (for example a guest’s allergy for provisioning) and lawful.
7.5 Our own data. We are the controller for account security records, billing data about your company, support communications and product analytics, as described in our Privacy Policy.
7.6 Aggregated data. We may create aggregated or anonymised data from use of the Platform (for example how often a feature is used) to operate and improve the Service. It does not identify you or any individual.
7.7 Backups. We back up Customer Data automatically. You remain responsible for keeping your own copies of data you need for legal or business reasons.
8. Your own sales to guests
8.1 Scope. This section applies when you sell charters, extras or other services through the Platform, including through a Direct Booking Website, a Digital Offer, Atlas Charter or a payment link from your payment provider.
8.2 You are the seller. You are the seller, service provider and merchant of record. The contract is between you and the guest or agency. We provide the software only; we are not a party, your agent or a travel intermediary.
8.3 We do not hold funds. Online payments are processed by the payment provider you contract with (such as Stripe, Param, PayTR or iyzico) and paid to you under your agreement with it. We never receive or hold guest payments and are not responsible for chargebacks, refunds or payouts.
8.4 Your responsibilities. You are responsible for:
- your prices, availability, offers, extras and the content of your website and offers;
- your terms of sale, cancellation and refund policy, and the privacy and cookie notices of your website, including consent for any analytics or advertising tools you add (such as Google Analytics or Meta Pixel);
- consumer law. For guests in Türkiye this includes Law No. 6502 on Consumer Protection and the Distance Contracts Regulation: giving pre-contract information, concluding a distance sales contract and informing guests about the right of withdrawal. Under the Regulation, the right of withdrawal does not apply to leisure services that must be provided on a specific date or period, but guests must be told this before booking. Guests in the EU and elsewhere may have similar mandatory rights;
- issuing invoices to guests (including e-invoices or e-archive invoices where required) and paying the taxes on your sales;
- refunds, cancellations, complaints and disputes with guests; and
- the domain of your Direct Booking Website, which you own and renew.
9. Third-party integrations
9.1 Your choice. You may connect Third-Party Services, including booking systems (BookingManager/MMK, NauSYS), Mailchimp, Gmail, Twilio (WhatsApp and SMS) and payment providers (Stripe, Param, PayTR, iyzico).
9.2 Their terms. Your use of a Third-Party Service is governed by your agreement with its provider. You pay any fees it charges you, such as message fees or payment commissions, unless the Order Form says otherwise.
9.3 Data exchange. By connecting a Third-Party Service, you authorise us to exchange Customer Data with it as needed for the integration (for example to sync bookings, send messages or create payment links). The provider acts for you, not as our sub-processor.
9.4 No responsibility. We do not control Third-Party Services and are not responsible for their availability, accuracy, security or data handling. If a provider changes or withdraws its service, we may have to change or stop the integration; we tell you in advance where we can.
9.5 App stores. Our mobile apps are distributed through the Apple App Store and Google Play, whose terms also apply.
10. Atlas AI
10.1 What it does. Atlas AI answers questions about your data, summarises information, creates tasks, translates messages, helps create boat guides, and reads passports and ID documents into crew records. Features may be added over time.
10.2 Outputs may be wrong. Outputs may be inaccurate or incomplete. They are suggestions, not legal, tax or financial advice. Review each Output before relying on it, sending it or submitting it to an authority, especially passenger and crew lists, prices and financial summaries. You are responsible for the Outputs you use.
10.3 Providers. Atlas AI uses models from OpenAI, L.L.C. and Anthropic, PBC; document reading may use Base64.ai. They process inputs and Outputs in the United States as our sub-processors under the DPA. Under their API terms, they do not use API data to train their models. All sub-processors are listed on our Sub-processors page.
10.4 Inputs. Submit only inputs you are entitled to use. Avoid special category data unless necessary, and do not use Atlas AI to create unlawful, deceptive or infringing content.
10.5 No automated decisions. Do not use Outputs as the sole basis for decisions with legal or similarly significant effects on individuals, such as refusing a booking, selecting or rejecting crew, or decisions about staff. A person must review such decisions.
10.6 Ownership. Outputs from your inputs are Customer Data. Similar Outputs may be generated for others, and we do not guarantee that an Output is unique or free of third-party rights.
11. Acceptable use
You and your Authorised Users will not:
- use the Platform in breach of any law, including data protection, consumer, marketing and sanctions laws;
- send spam, or messages that break WhatsApp, Twilio or Mailchimp policies;
- upload malware or unlawful, infringing or harmful content;
- try to access other customers’ data or our systems without permission, or test our security without written consent;
- copy, reverse engineer or create derivative works of the Platform, except as allowed by mandatory law;
- scrape or overload the Platform, or use automated means beyond the interfaces we provide;
- resell or sublicense the Platform, or use it to build a competing product; or
- collect data about crew or guests for purposes unrelated to your charter business.
If your use breaches this section and creates a risk for the Platform or others, we may suspend the affected part of the Service. Where possible we tell you first and let you fix the problem.
12. Availability, support and changes to the Service
12.1 Availability. We use commercially reasonable efforts to keep the Platform available 24/7. Availability may be affected by maintenance, failures of Third-Party Services or networks, and events outside our control.
12.2 Maintenance. We schedule planned maintenance outside peak hours for European charter operations where possible and give advance notice of maintenance likely to cause significant downtime. Atlas Operations offline mode lets staff keep working during short outages.
12.3 Support. We provide support by email at info@sailatlas.app and through the Platform during business hours. Onboarding support is included as described on the pricing page.
12.4 Changes. We may add, change or remove features. We will not materially reduce the core functionality of your Plan during a paid term. If we must do so for legal, security or third-party reasons, you may end the affected subscription and receive a pro-rata refund of prepaid fees.
12.5 Beta features (marked beta, preview or “coming soon”) are provided “as is” and may change or be withdrawn at any time.
13. Security
13.1 We maintain appropriate technical and organisational measures to protect Customer Data, including hosting in Amazon Web Services data centres in Frankfurt, Germany, encryption in transit and at rest, automatic backups, role-based access, logging and monitoring, and limited staff access.
13.2 The measures are described in Annex 2 (technical and organisational measures) to the DPA. We may update them without reducing the overall level of protection.
13.3 We notify you of a personal data breach affecting Customer Data without undue delay, as set out in the DPA.
13.4 You are responsible for the security of your own devices, networks and accounts and for setting user roles appropriately.
14. Intellectual property and feedback
14.1 We and our licensors own all rights in the Platform, the Atlas apps, software, designs, templates, documentation and trademarks, and their improvements. No rights pass to you except those expressly granted.
14.2 You own Customer Data, your trademarks and logos, and the content you create for your website and offers. You grant us a non-exclusive licence during the Subscription Term to use your name, logo and branding in the Platform (including your booking website, offers, Atlas Charter and Atlas Owner) to provide the Service.
14.3 We may use your suggestions and feedback freely, without obligation to you. Feedback does not include Customer Data.
15. Confidentiality
15.1 “Confidential Information” means non-public information one party discloses to the other under this agreement that is marked confidential or that a reasonable person would see as confidential. Customer Data is your Confidential Information; our pricing terms, non-public product information and security documents are ours.
15.2 It does not include information that is public without breach, was already lawfully known to the recipient, was lawfully received from a third party, or was developed independently.
15.3 The recipient uses Confidential Information only to perform this agreement, protects it with at least reasonable care, and shares it only with employees, contractors, advisers and sub-processors who need it and are bound by similar duties.
15.4 Disclosure required by law or an authority is allowed, with prompt notice to the other party where legally possible.
15.5 These duties last for 5 years after this agreement ends, and for trade secrets and personal data as long as the law protects them.
16. Warranties and disclaimers
16.1 Our warranty. The Platform will perform materially as described for your Plan. If it does not, tell us in writing. If we cannot fix the problem within 30 days, either party may end the affected subscription and we refund prepaid fees for the remaining period. This is your only remedy for breach of this warranty.
16.2 Mutual warranties. Each party has authority to enter into this agreement and will comply with the laws that apply to it.
16.3 Your warranty. You have all rights, notices and consents needed for us to process Customer Data under this agreement and the DPA.
16.4 Disclaimer. Except as stated in this agreement and to the extent the law allows, the Platform, Atlas AI and Outputs are provided “as is” and “as available”. We disclaim all other warranties, including merchantability, fitness for a particular purpose and that the Platform will be error-free or uninterrupted. We do not warrant that the Platform meets every legal requirement specific to your business, such as port or coast guard reporting rules.
17. Limitation of liability
17.1 Cap. Each party’s total liability under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, is limited to the Subscription Fees paid and payable by you in the 12 months before the event giving rise to the claim.
17.2 Indirect losses. Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for loss of profits, revenue, bookings, goodwill or data (except our duty to restore data from our backups).
17.3 Exceptions. Sections 17.1 and 17.2 do not apply to:
- fraud or fraudulent misrepresentation;
- gross negligence or wilful misconduct;
- breach of section 15 (Confidentiality), except breaches involving Customer Data, which remain subject to section 17.1;
- your obligation to pay fees; or
- liability that cannot be limited under applicable mandatory law.
18. Indemnities
18.1 By us. We will defend you against third-party claims that your use of the Platform in line with this agreement infringes their intellectual property rights, and pay the amounts finally awarded or agreed in settlement. This does not cover claims caused by Customer Data, Third-Party Services, Outputs, combinations with other products or use in breach of this agreement. We may instead modify the Platform, obtain a licence for you or, if neither is reasonable, end the affected subscription and refund prepaid fees for the remaining period.
18.2 By you. You will defend us against third-party claims (including from guests, crew, owners, agencies or authorities) arising from Customer Data, your sales under section 8, your marketing messages, or your use in breach of section 11 or the law, and pay the amounts finally awarded or agreed in settlement.
18.3 Procedure. The protected party notifies the other promptly, gives it control of the defence and settlement (no settlement may impose liability on the protected party without its consent) and cooperates reasonably at the other’s expense.
18.4 Limits. Indemnities are subject to section 17 and are the only remedy for the claims they cover.
19. Term, renewal and termination
19.1 Term. This agreement starts when you accept it and continues until all Subscription Terms end or it is terminated.
19.2 End of term. Either party may end a subscription at the end of the current Subscription Term by notice given at least 30 days before the end of an annual term, or before the next renewal date of a monthly term. You can give notice in the Platform settings, where available, or by email to info@sailatlas.app.
19.3 Material breach. Either party may terminate by written notice if the other materially breaches this agreement and does not cure the breach within 30 days of written notice describing it. If you terminate for our breach, we refund prepaid fees for the period after termination.
19.4 Insolvency. Either party may terminate immediately by written notice, to the extent the law allows, if the other becomes insolvent, enters liquidation, bankruptcy, konkordato or a similar process, has a receiver appointed or stops doing business.
20. Effect of termination and data return
20.1 When a subscription ends, your right to use the Platform (or the affected part) ends and you pay all fees due up to the end date. Your staff lose access to Atlas Dashboard and Atlas Operations, and invited owners lose access to your boats in Atlas Owner. Guests’ and crew members’ own app accounts remain but no longer show your data.
20.2 Export. For 30 days after the end date your account is read-only and you can export your Customer Data with the Platform’s export features or ask us for an export in a commonly used format.
20.3 Deletion. After the export period we delete Customer Data, including backups, within 90 days, unless the law requires us to keep it. Data we must keep is used only for that legal purpose. On request we confirm deletion in writing.
20.4 Survival. Sections 6 (for fees due), 7, 8, 14 to 18, 20, 22, 24 and 25 survive termination.
21. Publicity
We may name you as a customer and use your name and logo on our website and in marketing only with your prior consent, which may be given by email. You may withdraw consent at any time; we then stop new uses within a reasonable time. Case studies and quotes need your approval.
22. Governing law and disputes
22.1 This agreement and any dispute arising from it, including non-contractual disputes, are governed by the laws of the State of New Jersey, United States, without regard to conflict-of-law rules. The UN Convention on Contracts for the International Sale of Goods does not apply.
22.2 The parties first try to settle any dispute by good-faith negotiation for at least 30 days after written notice. This does not prevent urgent interim relief.
22.3 The state and federal courts located in Bergen County, New Jersey, have exclusive jurisdiction. Either party may seek interim relief or enforce a judgment in any competent court.
22.4 This section does not limit mandatory rules that apply regardless of the chosen law, such as data protection law.
23. Changes to this agreement
23.1 We may change this agreement, for example to reflect changes to the Platform or the law. We give at least 30 days’ notice of material changes by email to your account owner or billing contact and in the Platform, stating the effective date.
23.2 If you continue to use the Platform after the effective date, you accept the changes.
23.3 If you do not agree, you may end your subscription by notice before the effective date. The current version applies until the end date, and we refund prepaid fees for the period after it.
23.4 Changes required by law or urgently needed for security may take effect sooner, with as much notice as we reasonably can give. Terms agreed in a signed Order Form are not changed by this section.
24. Notices
24.1 To us: by email to info@sailatlas.app. Notices of breach, termination or legal claims should also be sent by post or courier to HeyAtlas.ai LLC, 2037 Lemoine Ave, Suite 330, Fort Lee, NJ 07024, United States.
24.2 To you: by email to the account owner or billing contact in your account, in the Platform, or by post to the address in your account. Notices sent to the latest details you gave us are valid.
24.3 Email notices take effect on the next business day unless a delivery failure is received; postal notices on delivery.
25. Miscellaneous
25.1 Assignment. Neither party may assign this agreement without the other’s written consent, not to be unreasonably withheld, except to an affiliate or to a successor in a merger, acquisition or sale of its relevant business, with notice. We may use subcontractors and sub-processors as set out in the DPA and remain responsible for them.
25.2 Force majeure. Neither party is liable for delay or failure (other than payment) caused by events beyond its reasonable control, such as natural disasters, epidemics, war, strikes, government action, or failures of power, internet or major cloud providers. If the event lasts more than 60 days, either party may end the affected subscription and we refund prepaid fees for the period after the end date.
25.3 Entire agreement. This agreement, with the Order Form and the DPA, is the entire agreement on its subject and replaces all prior agreements and statements, including the previous Sail Atlas Terms of Use as they applied to the Platform.
25.4 Severability. An invalid provision is limited to the minimum extent necessary; the rest remains in force.
25.5 No waiver. Failing or delaying to exercise a right is not a waiver. Waivers must be in writing.
25.6 Independent contractors. The parties are independent; this agreement creates no partnership, agency or employment relationship, and no rights for third parties.
25.7 Electronic acceptance. Online acceptance and electronic signatures are binding.
25.8 Language. This agreement is available in English and Turkish. If they differ, the English version prevails.
25.9 Contact: info@sailatlas.app.