SERVICE LEVEL AGREEMENT
This service level agreement (the “Agreement”) set forth the terms and conditions for maintenance and customer support performed by Sincere Aqua ApS, company reg. no. 41391340, Murervænget 7, Stenstrup, 4700 Næstved (the “Provider”) for the customer (the “Customer”) pertaining to the Customer’s use of the product(s) and/or service(s) (the “Products”) from the Provider.
(the Provider and the Customer are each referred to as a “Party” and collectively the “Parties”)
1. GENERAL
1.1 This Agreement constitutes an integral part of the terms and conditions agreed upon between the Customer and the Provider, setting forth the obli-gations and conditions relating to the use of the Products (the “Terms”).
1.2 Definitions and terms used in the Agreement shall be construed as having the meaning attributed to them in the Terms, unless specifically stated here-in or required by the context.
1.3 In case of any conflict or inconsistency between this Agreement and the Terms, the Terms shall prevail.
2. THE SERVICES
2.1 The Provider shall provide the Customer with the following support services:
2.1.1 Telephone support services during regular business hours, specifically from 8:00 AM to 4:00 PM, Monday through Friday, excluding applicable national holidays. The Customer may choose the applicable time zone for these ser-vices, either Danish Time (CET/CEST) or Ecuadorian Time (ECT), depending on the Customer’s location or preference. Telephone support services from Denmark will be provided exclusively in English, whereas services provided from Ecuador will be available in both Spanish and English.
2.1.2 A suite of on-site services related to the Product, including – but not limited to – trials, installations, and personalized training sessions which are to be mutually agreed between the Parties. Such services are not included in the Support Price and will be invoiced separately.
2.1.3 Product service in terms of:
(i) Covering the costs of repair and replacement of the Product, except in respect of any cases where the damage is due to the Customer’s fraud, wilful misconduct, gross negligence, or resulting from earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wildfires or other natural disasters, weather conditions, political conditions or acts of wars (including any escalation or general worsening of any such acts of war) and other force majeure events. In the event of damage or malfunction, the Customer must consult with the Provider to initiate the repair or replacement process.
(ii) Backup unit(s) (as defined in the Order Form) will be provided at Cus-tomer’s site as part of the Customer’s full acceptance of this Agree-ment. Activation of a backup unit must be reported to the Provider no later than 12 hours following such activation and is contingent upon the return scheduling of the damaged primary unit. Following the re-turn of the damaged unit, the Provider will dispatch a new backup unit to the Customer. All backup units provided under this section 2.1.3(ii) shall be and remain the property of the Provider.
3. SERVICE REQUESTS
3.1 If the nature of the service request cannot be addressed through telephone support service, the service request must be submitted in English through support@sincereaqua.com
3.2 To ensure effective and efficient resolution of a service request, the Custom-er must provide the following details when submitting a service request to the Provider:
(i) company name;
(ii) contact information, including the name of contact person and phone number; and
(iii) description of the service request.
4. RESPONSE TIME
4.1 The Provider shall make all reasonable efforts to respond to a service request within twenty-four (24) hours of its submitting by the Customer. Following the Provider’s confirmation of the service request, the Provider will assess the request and, if necessary, commence remedial actions, within a timeframe deemed appropriate based on the assessment of the issue’s impact on the Customer’s operations and the Provider’s current resource availability.
4.2 Confirmation and assessment of the service request are subject to the Pro-vider’s regular business hours (as outlined in Section 2.1.1). Service re-quests reported outside these hours will be processed during the next busi-ness day.
5. PRICE
5.1 The annual pricing for the support provided under this Agreement shall be as agreed upon in the Order Form (the “Support Price”).
5.2 The Support Price is excl. of VAT and is subject to an annual adjustment for inflation, based on the Danish Consumer Price Index (CPI), unless another rate is mutually agreed upon between the Parties in the Order Form. Adjust-ments will become effective on an annual basis on January 1st.
6. PAYMENT
6.1 The Support Price is payable quarterly or annually in advance, as agreed in the Order Form. Payment may be made either via automated credit card transactions or by wire transfer.
6.2 Invoices will be issued to the Customer thirty (30) days prior to the com-mencement of each payment period, detailing the amount due for the up-coming period.
6.3 If the Support Price is not paid in full and timely, the Provider reserves the right to terminate the Agreement with immediate effect. Once terminated, the Agreement cannot be reinstated, and the backup unit(s) as agreed in the Order Form must be returned immediately.
7. TERM AND TERMINATION
7.1 The Agreement shall come into force from the date the Customer accepts the Agreement – however not earlier than the delivery date of the Products cov-ered by this Agreement – and remain effective as long as the payments are made at least quarterly or annually in advance in accordance with Section 6, unless terminated by either Party through (i) thirty (30) days’ written notice to the other Party, or (ii) immediate termination by the Provider if the Cus-tomer materially breaches this Agreement due to fraud, wilful misconduct or gross negligence, and such breach is not remedied within seven (7) days from the receipt of written notice of the breach. When terminated for any reason, the backup units, as agreed in the Order Form, must be returned to the Provider.
8. GOVERNING LAW
8.1 This Agreement is governed by Danish law and any dispute arising out of the Agreement, must be brought before the City Court in Copenhagen, Denmark, as first instance.