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Terms and Conditions

These terms and conditions (the "Terms") establish the obligations between the customer (the "Customer") and Sincere Aqua ApS, company reg. no. 41391340, Murervænget 7, Stenstrup, 4700 Næstved (the "Provider") regarding the use of the Provider's products and services (the "Products"). Use of the Products requires 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 Sincere Cloud, including significant feature enhancements and critical updates. Minor adjustments such as bug fixes will not require notifications.

1.1.2 For notable alterations, notifications are sent to the Customer's registered email address and designated contact person provided at registration or as updated in account preferences.

1.1.3 The Provider determines the significance of changes and the necessity of notification.

1.2 Availability

1.2.1 The Provider aims to maintain availability of Sincere Cloud of at least 99% uptime yearly, excluding planned updates, critical updates, or internet unavailability beyond the Provider's control. This represents an aspirational target rather than a legally binding guarantee. The Provider makes reasonable efforts but is not liable for deviations.

1.3 Data backup and loss prevention

1.3.1 The Provider conducts daily backups of all properly uploaded Customer data to facilitate restoration following data loss, provided the data was correctly uploaded per the prescribed procedures.

1.3.2 The Customer can perform manual backups of its Sincere Cloud data.

1.3.3 The Provider is not liable for irretrievable data loss or resulting damages.

1.4 Data usage

1.4.1 The Provider may utilize anonymized Customer data regarding biomass or farm information (with identifying details removed) for enhancing and developing the Provider's products.

1.5 Data security

1.5.1 The Provider commits to implementing industry best practices for safeguarding the integrity, availability, and confidentiality of Customer Data stored or processed on Sincere Cloud.

2. Use of the models SC-4K, SC-Hatchery, SC-20K and SC-60K ("Sincere Counter")

2.1 License

2.1.1 Subject to this Clause 2, the Customer receives a non-exclusive, non-transferable license to access and use the Provider's software designed for the SC-4K, SC-Hatchery, SC-20K, or SC-60K models, depending on the purchased hardware (the "License"). The License is mandatory for operating these counters.

2.1.2 The License includes: (i) access to Sincere Cloud as detailed in the Order Form, including functionalities like counting; and (ii) regular software updates including security patches. "Order Form" means the original document agreed upon at the purchase of the physical unit(s), outlining the specific terms between the Customer and the Provider, including pricing per unit, total units, License Fee for software and Cloud access, maintenance and support terms, and backup numbers (Service Level Agreement) if elected.

2.1.3 The License is granted for quarterly or annual periods per the Order Form (the "License Period"). The License automatically renews for additional periods upon payment of the License Fee unless duly terminated per Clause 2.1.7. Payment is via automated credit card or wire transfer.

2.1.4 The License may only be used for the number of SC-4K, SC-Hatchery, SC-20K, or SC-60K units explicitly agreed in the Order Form.

2.1.5 Annual License pricing is as agreed in the Order Form (the "License Fee"). The License Fee excludes VAT and adjusts annually for inflation based on the Danish Consumer Price Index (CPI), unless otherwise mutually agreed. Adjustments become effective January 1st annually.

2.1.6 The Customer's payment default of the License Fee does not constitute proper license termination, and the Provider may claim payment. Payment default results in suspension of Sincere Counter functionality.

2.1.7 Termination of the License by the Customer must be communicated in writing to the Provider no later than thirty days before the end of the License Period. Upon termination, access to the Sincere Counter ceases immediately, allowing data downloads within a specified timeframe. Counter functionality ceases after a predetermined number of counts post-termination.

2.1.8 The Provider may terminate the License immediately without notice if the Customer materially breaches these Terms through fraud, willful misconduct, or gross negligence. Upon such termination, the Customer is not entitled to reimbursement of the License Fee or units.

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 reinstatement conditions.

2.2 Warranty

2.2.1 The Sincere Counter carries a one-year warranty from the delivery date (the "Warranty Period"). It covers manufacturing defects and material faults under normal use, excluding damage from misuse, negligent handling or storage, inadequate maintenance, accident, or abuse.

2.2.2 Within the Warranty Period, the Provider decides whether to: (i) refund the purchase price less reasonable usage costs, (ii) repair the Counter, or (iii) replace it; provided the defective Counter is returned to the Provider with purchase evidence within fourteen calendar days after the Customer discovered or should have discovered the lack of conformity.

2.2.3 Hardware defects must be reported through the Provider's designated support channels (email or WhatsApp) within the Warranty Period for warranty validity.

2.3 Return and replacement policy

2.3.1 Return and replacement of the Sincere Counter apply only during the Warranty Period for defects within the warranty scope per Clause 2.2.1.

2.3.2 Initiation of a return or replacement requires a defect report from the Customer detailing the nature of the defect and supporting evidence, subject to the Provider's verification and acceptance.

2.3.3 The Provider determines responsibility for return or replacement costs, considering warranty coverage per Clause 2.2.1. The Provider reserves the right to assess additional case-by-case factors in determining whether to cover shipping costs, including defect nature, manifestation conditions, and relevant circumstances. Upon evaluation of the defect report, the Provider communicates specific shipping cost conditions at its discretion.

2.4 Compliance with safety standards and certifications

2.4.1 The Provider warrants that the Sincere Counter conforms to relevant, generally accepted safety standards and certifications applicable to similar products on the market.

3. The Customer's responsibilities

3.1 In using the Products, the Customer warrants and agrees to:

  • 3.1.1 Permit only qualified personnel possessing the necessary training and expertise to operate the Products;
  • 3.1.2 Provide full cooperation to the Provider in troubleshooting through accurate, comprehensive information;
  • 3.1.3 Handle the Products carefully, avoiding misuse, incorrect handling, unauthorized disassembly, reverse engineering, or modifications; and
  • 3.1.4 Avoid prohibited activities including unauthorized Product access, disclosure, or modifications, reverse engineering, piracy, hacking, export control violations, and failing to maintain data accuracy and integrity.

3.2 Violations of the responsibilities in Clause 3.1 may result in account termination and legal action.

4. Limitation of liability

4.1 The Customer accepts sole and complete responsibility for: (i) selecting the Products for the intended business purposes and (ii) the use of the Products.

4.2 To the maximum permissible extent, the Provider is not liable for special, incidental, indirect, consequential, punitive, or exemplary damages whatsoever, including loss of business profit, business interruption, loss of information, or pecuniary loss, arising from the use of or inability to use the Products. This includes product liability claims.

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

4.4 Except as expressly stated, the Provider disclaims all other warranties, express or implied, to the maximum permissible extent.

4.5 The Provider is not liable for failures, delays, or loss resulting from situations beyond its reasonable control, including supplier failure, internet network failures, denial of service attacks, natural disasters, weather, political conditions, acts of war (including escalation or worsening), and other force majeure events.

5. Data protection (GDPR)

5.1 All collected personal information, including name, address, and phone number (the "Customer Data"), is collected, used, and held in accordance with applicable laws including the GDPR, the Danish Data Protection Act supplementing the GDPR, amendments, and supplementing legislation.

5.2 The Provider collects personal information from the Customer's supervisors or administrators for providing the Products and processing payment. For farm-related data gathering (biomass estimation and growth rates), the identity of the individual inputting data is recorded for accountability and farm manager verification.

5.3 The Provider commits to not sharing Customer Data with third parties without the Customer's explicit consent.

5.4 Please refer to the Provider's privacy policy at sincereaqua.com/privacy-policy.

6. Amendments to the Terms

6.1 The Terms supersede all prior or contemporaneous understandings or agreements regarding the Products, whether written or oral.

6.2 The Provider may amend the Terms with thirty days' prior written notice. The Customer is bound unless: (i) amendments materially and adversely impact the Customer, and (ii) the Customer notifies the Provider within fourteen days, specifying the materially negative amendments. Both parties shall then endeavor to reach mutual agreement on acceptable wording. If agreement is not reached within reasonable time, the Provider may waive the amendments or terminate the Terms and agreements with the Customer. Failure to provide notice, or continued payment or use after the amendments take effect, constitutes acceptance.

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

7. Governing law and venue

7.1 These Terms are governed by Danish law. Any dispute must be brought before the City Court in Copenhagen, Denmark, as first instance.