TERMS AND CONDITIONS
These terms and conditions (the “Terms”) set forth the obligations and conditions between a customer (the “Customer”) and Sincere Aqua ApS, company reg. no. 41391340, Murervænget 7, Stenstrup, 4700 Næstved (the “Provider") relating to the Customer’s use of the product(s) and/or service(s) (the “Products”) from the Provider. 
 

The Customer's use of the Products is explicitly contingent upon the Customer’s full acceptance of these Terms.
 

1.    USE OF “SINCERE CLOUD”
1.1    Modifications
1.1.1    The Provider will keep the Customer informed about substantial modifications to the Sincere Cloud, including significant cloud feature enhancements and critical updates deemed necessary by the Provider. However, minor adjustments, such as bug fixes and trivial changes, including – but not limited to – typographical corrections – will not necessitate notifications. 

1.1.2    For notable alterations to the Sincere Cloud, the Provider will send notifications directly to the Customer’s registered email address and the designated contact person provided by the Customer at the time of registration in connection with the purchase of the Product, or as updated in the Customer’s account preferences from time to time. 

1.1.3    The Provider reserves the right to determine the significance of changes and the necessity for Customer notification. 

1.2    Availability
1.2.1    The Provider endeavours to maintain the availability of the Sincere Cloud of no less than 99% uptime, calculated on a yearly basis (not including any downtime due to planned or critical updates to the Sincere Cloud or unavailability caused by public Internet unavailability beyond the control of the Provider). The uptime figure shall be considered an aspirational target rather than a legally binding guarantee. The Provider shall make reasonable efforts to achieve and maintain this level of availability, but it shall not be held liable for any deviations from the stated uptime target.

1.3    Data Backup and Loss Prevention
1.3.1    The Provider will conduct regular, daily backups of all data properly uploaded and stored on the Sincere Cloud by the Customer in order to facilitate the restoration of data in the event of data loss, subject to the condition that the data has been correctly uploaded and stored within the Sincere Cloud in accordance with the Providers prescribed procedures.

1.3.2    The Provider provides the Customer with the capability to perform manual backups of their data stored on the Sincere Cloud.

1.3.3    The Provider shall not be held liable for any irretrievable data loss or for any resulting damages or losses arising from the use of the Sincere Cloud. 

1.4    Data Usage
1.4.1    The Provider reserves the right to utilize anonymized data derived from Customer inputs related to biomass data or input data regarding the farm, from which all source identifiable information has been removed, for the purpose of enhancing, developing, and improving the products offered by the Provider.

1.5    Data Security
1.5.1    The Provider commits to the adoption and implementation of industry best practices in data security, as applicable from time to time to safeguard the integrity, availability, and confidentiality of all Customer Data (as defined below in Clause 5.1) stored, processed, or otherwise managed on the Sincere Cloud. 

2.    USE OF THE MODELS SC-4K, SC-Hatchery AND SC-20K (“SINCERE COUNTER”)

2.1    License 
2.1.1    Subject to fulfilling this Clause 2, the Customer is granted a non-exclusive, non-transferable license to access and use the Provider’s software, which is specifically designed for the model, SC-4K, SC-Hatchery and/or SC-20K, depending on the specific hardware of the Sincere Counter purchased (the “License”). The License is mandatory in order to operate the SC-4K, SC-Hatchery and SC-20K.

2.1.2    The License includes: 
(i)    access to the Sincere Cloud, as detailed and agreed upon in the Order Form between the Customer and the Provider, including specific functionalities such as counting, as applicable to the Sincere Counter; and

(ii)    regular software updates, including – but not limited to – security patches.
“Order Form” means the original document agreed upon and executed at the time of purchase of the physical SC-4K, SC-Hatchery and/or SC-20K unit(s), in which the specific terms agreed between the Customer and the Provider are outlined. This includes – but is not limited to – the pricing for each physical unit purchased, the total number of units, the License Fee for the software required for the Sincere Counter and for access to the Sincere Cloud and its functionalities, as well as the terms and conditions for maintenance and Customer support performed by the Provider for the Customer to the Products and the number of backups provided (Service Level Agreement), if elected. 

2.1.3    The License is granted for quarterly or annual periods according to what is agreed in the Order Form (the “License Period”). The License shall be automatically renewed for an additional License Period upon payment of the License Fee (as defined below in Clause 2.1.5) for that License Period unless the License has been duly terminated, cf. Clause 2.1.7. Payment may be made either via automated credit card transactions or by wire transfer.

2.1.4    The License may only be used by the Customer for the number of SC-4K, SC-Hatchery and/or SC-20K units explicitly agreed in the Order Form between the Customer and the Provider. 

2.1.5    The annual pricing for the License shall be as agreed upon in the Order Form between the Customer and the Provider (the “License Fee”). The License Fee is excl. of VAT and 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. Adjustments will become effective on an annual basis on January 1st. 

2.1.6    Payment default of the License Fee by the Customer does not constitute a proper termination of the License, and the Provider may claim payment of the License Fee in such an event. Payment default results in the suspension of the functionality of the Sincere Counter. 

2.1.7    Termination of the License by the Customer must be communicated in writing to the Provider no later than thirty (30) days before the end of the ongoing License Period. Upon termination, access to the Sincere Counter will cease immediately, allowing the Customer to download its data within a specified timeframe. Additionally, the functionality of the Sincere Counter will cease after a predetermined number of counts post-termination. 

2.1.8    The Provider may terminate the License immediately and without notice if the Customer materially breaches any of these Terms through fraud, wilful misconduct or gross negligence. In any case of termination, the Customer shall not be entitled to any reimbursement of the License Fees or units purchased.

2.1.9    A terminated license may be reinstated at the Provider’s discretion, subject to the Customer’s payment for a License extension and satisfaction of any additional conditions imposed by the Provider for reinstatement. 

2.2    Warranty
2.2.1    The Sincere Counter is covered by a warranty period for a period of one (1) year from the date of delivery (the “Warranty Period”). The warranty covers manufacturing defects and material faults occurring under normal use conditions, excluding damage or defects resulting from any misuse, negligent handling or storage, lack of reasonable maintenance and care of applied equipment, accident or abuse.

2.2.2    Within the Warranty Period, the Provider will, at its sole discretion decide whether to (i) refund the purchase price for the Sincere Counter less a reasonable amount for usage, (ii) repair of the Sincere Counter, or (iii) replace the Sincere Counter; provided, however, that the defective Sincere Counter must be returned to the Provider, along with acceptable evidence of purchase, within fourteen (14) calendar days after the Customer discovered the lack of conformity or ought to have discovered it.

2.2.3    Any hardware defects related to the Sincere Counter must be reported through the designated customer support channels provided by the Provider, such as email or WhatsApp, within the Warranty Period for the warranty to be valid.

2.3    Return and Replacement Policy
2.3.1    The return and replacement of the Sincere Counter shall be effective only during the Warranty Period and apply exclusively to defects that fall within the scope of the warranty (as set out in Clause 2.2.1).  

2.3.2    Initiating returns or replacements under this Clause 2.3 requires the submission of a defect report made by the Customer. Such reports must detail the nature of the defect and provide evidence supporting the claim, subject to verification and acceptance by the Provider.

2.3.3    Responsibility for the costs incurred in returning or replacing the Sincere Counter due to defects shall be determined by the Provider, taking into consideration a variety of factors, including – but not limited to – the determination of whether such defects are covered under the warranty as stipulated in Clause 2.2.1. Notwithstanding the foregoing, the Provider reserves the right to assess additional factors on a case-by-case basis in deciding whether to assume shipping costs. Such factors may encompass the nature of the defect, the conditions under which the defect manifested, and any pertinent circumstances related to the defect's occurrence. Upon completion of an evaluation of the defect report, the Provider shall, at its discretion, define and communicate the specific conditions, if any, under which shipping costs will be afforded, including any limitations or requirements associated therewith.

2.4    Compliance with Safety Standards and Certifications
2.4.1    The Provider represents and warrants that the Sincere Counter has been designed, manufactured, and is intended for use conforming to the relevant and generally accepted safety standards and certifications applicable to similar Products in the market. 

3.    THE CUSTOMER’S RESPONSIBILITIES
3.1    In using the Products, the Customer warrants and agrees to the following responsibilities:

3.1.1    that only qualified personnel, who possess the necessary training and expertise, are permitted to operate the Products;

3.1.2    that full cooperation is provided to the Provider in troubleshooting efforts by supplying accurate and comprehensive information as required;

3.1.3    that the Products are handled with care, avoiding misuse, incorrect handling, unauthorized disassembly, reverse engineering, or modifications of the Products; and

3.1.4    that prohibited activities are avoided, including – but not limited to – unauthorized access to, disclosure of, or modifications to the Product, engaging in reverse engineering, piracy, or hacking, violations of export controls and failing to maintain the accuracy and integrity of data.

3.2    In the event of violations of the responsibilities as set forth in Clause 3.1, the Customer acknowledges and agrees to the potential for account termination and the possibility of legal action being taken. 

4.    LIMITATION OF LIABILITY
4.1    The Customer represents that it accepts sole and complete responsibility for (i) the selection of the Products to achieve the Customer’s intended business purposes and (ii) the use of the Products. 

4.2    To the maximum extent permitted by applicable law, the Provider shall in no event be liable for any special, incidental, indirect, consequential, punitive, exemplary or damages whatsoever, including – but not limited to – damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss, arising out of the use or inability to use the Products. This limitation also applies to any claim arising out of product liability.

4.3    The Provider does not warrant that the Customer’s use of the Products will be uninterrupted or error-free.

4.4    Except where expressly stated otherwise in these Terms, the Provider disclaims any and all other warranties, express or implied, elsewhere to the maximum extent permitted by applicable laws.

4.5    The Provider shall not be liable for any failures, delays or loss resulting from any situation beyond its reasonable control, including – but not limited to – failure by the Provider’s suppliers, internet network failures, denial of service attacks, similar attacks, 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.

5.    DATA PROTECTION (GDPR)
5.1    All personal information collected by the Provider, including – but not limited to – the Customer’s name, address and phone number (the “Customer Data”) will be collected, used and held in accordance with all applicable laws the Provider is subject to, including the General Data Protection Regulation (GDPR) and the Danish Data Protection Act supplementing the GDPR, any amendments thereto and other such legislation supplementing these rules. 

5.2    The Provider collects personal information as provided by supervisors or administrators from the Customer’s side for the purpose of providing the Products to the Customer and processing the Customer’s payment for these Products. Additionally, for the purpose of gathering farm-related data, such as biomass estimation and growth rates, the identity of the individual inputting this data will be recorded in order to ensure accountability and facilitate verification processes by farm managers.

5.3    The Provider commits to not sharing the Customer Data with any third parties without first obtaining the Customer’s explicit consent.

5.4    Please refer to the Provider’s privacy policy here.

6.    AMENDMENTS TO THE TERMS
6.1    Regarding the Products, the Terms supersede all prior or contemporaneous understandings or agreements, whether written or oral.

6.2    The Provider reserves the right to amend the Terms by providing the Customer with thirty (30) days' prior written notice. The Customer will be bound by such amendments unless (i) they materially and adversely impact the Customer, and (ii) the Customer notifies the Provider within fourteen (14) days, specifying the amendments considered materially and negatively affecting the Customer. Following such notification, both parties shall endeavour to mutually agree on alternative wording that is acceptable to both. If the parties cannot reach such an agreement within a reasonable timeframe, the Provider may choose either to waive the amendments or to terminate the Terms and any other agreements with the Customer. Failure of the Customer to provide the specified notice, or the continuation of payment or use of Products after the effectiveness of the amendment, will be deemed as the Customer's acceptance of the amendment.

6.2.1    Notwithstanding the foregoing, the License agreement integral to the use of the Sincere Counter cannot be unilaterally amended by the Provider, and any changes to such an agreement require mutual agreement.

7.    GOVERNING LAW AND VENUE
7.1    These Terms is governed by Danish law and any dispute arising out of the Terms, must be brought before the City Court in Copenhagen, Denmark, as first instance.