Structo Pte Ltd – Support Services_Terms of Business
By clicking any buttons to proceed with an order you unconditionally acknowledge and agree that these terms of business shall exclusively govern our provision of Services to you.
If for any reason, you refuse to accept these terms of business, you acknowledge and agree that you will not be able to submit any Order Requests to us and we will not have any obligation to supply any Services for you whatsoever.
1. PARTIES
1.1 Structo Pte Ltd is a private limited company incorporated under Singapore law (“Supplier”). our registered address is 60 Macpherson Road #06-08A The Siemens Centre Singapore (348615).
1.2 You and/or the company on behalf of which you are authorised to act is/are the party(ies) to whom we shall be supplying the Services (“Customer”).
2. OVERVIEW
2.1 The Supplier offers access to a wide range of digital dentistry products and services via the Online Tools that are either provided by the Supplier and/or by providers of Third Party Services with whom the Supplier can help the Customer to interact.
2.2 The Customer is registered as a user of the Online Tools, the terms of use of which are governed by the Structo Terms of Use and as such may submit Order Requests for Services from time to time via the Online Tools.
3. STANDARD TERMS
3.1 The Customer acknowledges and agrees that if an Order Request is accepted by the Supplier:
3.1.1 the Supplier shall use all reasonable efforts to ensure that the Services specified in the Accepted Order shall be supplied subject to and in accordance with this Agreement; and
3.1.2 the Customer’s use of the Products shall at all times be subject to and in accordance with this Agreement.
4. DEFINITIONS
4.1 The defined terms in this Agreement shall have the meaning ascribed to them, as applicable:
4.1.1 in the Supply of Goods Agreement (available at https://www.structo3d.com/pages/supply-of-goods-agreement); or
4.1.2 in Schedule 1 (Definitions).
5. INCORPORATION OF PROVISIONS
5.1 The following provisions from the Supply of Goods Agreement shall apply in this Agreement mutatis mutandis:
5.1.1 Clause 2 (Interpretations), 10 (Delivery), 11 (Acceptance), 13 (Warranties & Representations), 14 (Cessation of Warranty Obligation), 15 (Export Restrictions), 16 (Mutual & Customer Warranties & Representations);
5.1.2 Clause 17 (Payment Terms), Clause 18 (Taxes), Clause 20 (Customer Indemnities), Clause 21 (Unlimited Liability), 22 (Limited Liability), Clause 27 (Force Majeure); and
5.1.3 Clause 28 (IPR), Clause 29 (Confidentiality), Clause 30 (Data Protection), Clause 31 (Entire Agreement & Counterparts), Clause 32 (Assignment & Novation), Clause 33 (Subcontracting), Clause 34 (Waivers), Clause 35 (Severability & Illegality), Clause 36 (Relationship), Clause 37 (Third Party Rights), Clause 38 (Notices), Clause 39 (Variation), Clause 41 (Language) and Clause 42 (Governing Law & Jurisdiction).
6. ORDERS AND ACCEPTANCE OF ORDER REQUESTS
6.1 Where the Customer places an Order Request via the Online Tools, the Customer will receive a message via email from the Supplier acknowledging that the Supplier has received and is reviewing the Order Request.
6.2 The Customer’s Order Request constitutes an offer to the Supplier to buy Services and is subject to acceptance by the Supplier, in its sole and absolute discretion, and the Supplier will confirm such acceptance to the Customer by:
6.2.1 sending the Customer a message via an email confirming the Supplier’s acceptance; or
6.2.2 by engaging in any action to fulfil such Order Request.
6.3 Each Accepted Order becomes an Agreement and shall immediately constitute a separate and independent binding contract between the Customer and the Supplier incorporating the terms and conditions set out herein.
6.4 The Customer shall have no right to amend or cancel an Accepted Order.
6.5 If there is any conflict, ambiguity or inconsistency between any parts of the Agreement, the following order of precedence shall apply:
6.5.1 the terms and conditions set out here; and
6.5.2 the terms set out in the Accepted Order;
7. CUSTOMER STATUS
7.1 By submitting an Order Request to the Supplier through the Online Tools, the Customer warrants and represents to the Supplier that the Customer:
7.1.1 is at least 18 years of age;
7.1.2 has read, understood and accepted these terms of business;
7.1.3 is duly authorised to submit the Order Request;
7.1.4 intends to enter into a legally binding contract with the Supplier if the Order Request is accepted; and
7.1.5 is legally capable of entering into binding contracts.
8. CUSTOMER OBLIGATIONS
8.1 To enable the Supplier to provide the Services the Customer shall promptly provide the Supplier with all relevant information which may have any bearing on the Services being procured.
8.2 In particular, it is vitally important that:
8.2.1 the Customer provides all instructions, information and documents required for the Supplier to provide and/or procure the provision of the Services in a pro-active, responsive and/or timely manner;
8.2.2 all information which the Customer provide is correct, complete and not misleading;
8.2.3 where required, the Customer will register and maintain a user account in their own name with the relevant Third Party service provider;
8.2.4 if required, the Customer shall provide the Supplier such access and/or permissions in relation to the Third Party Services as the Supplier may reasonably require to provide the Services;
8.2.5 if required, the Customer shall provide the Supplier unrestricted access to and unconditional permission to use any user account that the Customer maintains with Third Party service providers at all times so that the Supplier can provide the related Services;
8.2.6 where relevant, the Customer shall ensure that the Supplier are properly authorised to act and/or interact on their behalf in relation to the Third Party Services as may be reasonably required to provide the Services; and
8.2.7 if there are changes to the information provided to the Supplier, the Customer notify the Supplier immediately.
9. TERM
9.1 This Agreement shall commence on the Agreement Date and, unless terminated earlier in accordance with Clause 5.1.2 or 17, shall remain in full force and effect for the Term.
5. SERVICE REQUESTS
5.1 When the Customer wishes to utilise the Services the Customer may submit a service request via the following contact points, as may be updated by Supplier from time to time:
5.1.1 Telephone Support:
Support Toll-Free (US & Canada only): +1-844-STRUCTOCS (787-8286)
Global Customer Support: +1-(661) 888-4749
5.1.2 Live Chat Support: www.structo3d.com (Live Chat Support)
5.1.3 Email: cs@structo3d.com
6. SERVICES
6.1 The Supplier shall do all things as are necessary so that the Services are supplied in accordance with, and fully meet and comply with:
6.1.1 the Specifications;
6.1.2 Good Industry Practice; and
6.1.3 this Agreement.
7. PERSONNEL
7.1 The Supplier shall supply all Personnel as is necessary, and in such numbers as are required, for the proper performance of its obligations under, or in connection with, this Agreement.
7.2 For the purpose of Clause 12.1, the Supplier shall ensure that its Personnel:
7.2.1 are suitably skilled, qualified, trained and experienced to work as required under this Agreement and in accordance with Good Industry Practice; and
7.2.2 comply with, and in no way cause the Supplier to be in breach of this Agreement.
8. SITE ACCESS
8.1 The Supplier acknowledges and agrees that its access (and that of its Personnel) to a Site shall always be strictly subject to, and conditional upon, the following:
8.1.1 reasonable access being solely for the purpose of providing the Services;
8.1.2 access occurring only during Business Hours, unless otherwise agreed;
8.1.3 the provision of reasonable prior notice by the Supplier of an intended visit to a Site; and
8.1.4 the Supplier’s Personnel properly identifying themselves prior to seeking access to the relevant Site.
9. WARRANTIES & REPRESENTATIONS
9.1 The Supplier warrants and represents to the Customer that:
9.1.1 the Services shall be provided with tools, PPE, machinery and supplies that are maintained in line with Good Industry Practice at the Supplier’s own cost and expense;
9.1.2 any equipment used on the Site shall be in safe working condition;
9.1.3 the Services shall at all times be rendered by appropriately experienced, qualified and trained Personnel with all due skill, care and diligence, and in compliance with applicable Customer Policy, Applicable Law and Good Industry Practice; and
9.1.4 the Services shall meet or exceed the Service Levels.
9.2 Subject to Clause 14.1.1 the Supplier expressly excludes all warranties or other implied terms which may apply to the Services to the maximum extent permitted under Applicable Law.
10. MUTUAL & CUSTOMER WARRANTIES & REPRESENTATIONS
10.1 Each Party warrants and represents to the other Party that it is duly incorporated and has the legal capacity to enter into this Agreement which shall constitute a binding agreement upon them.
10.2 The Customer warrants and represents to the Supplier that its receipt, utilisation (including that of its Affiliates), and/or exploitation of any Deliverable shall at all times comply with Applicable Law, this Agreement and any Instructions.
11. REPLACEMENT PARTS
11.1 For the avoidance of doubt, Replacement Parts that do not fall within the scope of this Agreement shall be acquired by the Customer under and be subject to a separate supply of goods agreement as required.
12. THIRD PARTY SERVICES
12.1 The Customer acknowledges and agrees that certain products and/or services may be made available or accessed in connection the Online Tools which the Supplier does not provide and whose providers the Supplier does not control.
12.2 Where Clause 17.1 applies, the Customer unconditionally acknowledge and agree that:
12.2.1 different terms and conditions of use and/or privacy policies may apply to the Customer’s use of such Third Party Services and the Customer shall agree to and fully comply with such terms and conditions and/or policies;
12.2.2 the Customer shall enter into and maintain a direct contractual relationship with the providers of any relevant Third Party Service without any recourse and/or liability to the Supplier whatsoever;
12.2.3 the Supplier does not endorse such Third Party Services, including any that the Supplier may assist the Customer to source;
12.2.4 in no event shall the Supplier be responsible or liable to the Customer for any products or services of such Third Party Service providers;
12.2.5 to the extent that any element of the Supplier’s products or services are hosted on or utilise a Third Party website and there are separate terms of use for that website, the Customer shall agree to and fully comply with such terms of use; and
12.2.6 the Customer shall promptly fulfil any reasonable request that the Supplier make to the Customer in connection with the Third Party Services.
12.3 Strictly subject to Clauses 17 and 18, the Supplier may help facilitate the Customer’s access to certain Third Party Services.
13. THIRD PARTY FINANCING
13.1 The Online Tools may contain links to independent Third Party financial institutions (“3PFIs”) that provide finance options for the purchase of the Supplier’s products and services.
13.2 In relation to Clause 18.1, the Customer acknowledges and agrees that:
13.2.1 the Supplier does not have any influence over whether a 3PFI’s decision to approve/reject financing applications;
13.2.2 any financings provided to the Customer by a 3PFI is governed by their own terms and conditions and access to them is at the Customer’s own discretion;
13.2.3 the Supplier does not have any control over or responsibility for any 3PFI’s decision to offer the Customer financing options or their actions in relation to such Third Party Services; and
13.2.4 the Supplier does not endorse such Third Parties Services and shall in no event be liable for any Third Party Services, including such Third Party Services as may be offered by any 3PFI.
14. TERMINATION
14.1 The Supplier may terminate this Agreement at any time with immediate effect and without cause by issuing a termination notice to the Customer.
15. CONSEQUENCES OF TERMINATION
15.1 The termination or expiry of this Agreement shall be without prejudice to the rights and remedies of either Party which may have accrued under this Agreement or Applicable Law up to the date of termination or expiry thereof.
15.2 The termination or expiry of this Agreement shall not limit the survivability of provisions which, by their nature, are intended to survive the termination and/or expiry of this Agreement.
15.3 In the event that the Supplier terminates this Agreement without cause prior to the expiry of the Term, the Supplier shall provide the Customer with a pro rata (calculated on a per month basis) refund of the applicable Charges.
16. GOVERNING LAW & JURISDICTION
16.1 This Agreement is governed by, and shall be construed in accordance with, the law of Singapore.
16.2 The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore in relation to any disputes under or in connection with this Agreement.
1. DEFINITIONS
1.1 In this agreement (unless the context otherwise requires), the following words and phrases shall have the following meaning:
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Accepted Order |
means an Order Request that has been accepted (or deemed accepted) by the Supplier in accordance with Clauses 6; |
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Agreement |
means this services agreement and the schedules hereto; |
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Agreement Date |
means the date of the issuance of an Order Confirmation by the Supplier in relation to the Supply of Goods Agreement; |
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Charges |
means the charges payable by the Customer to the Supplier for the Services; |
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Email Support |
means the support services detailed at www.structo3d.com as may be amended by the Supplier from time to time; |
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Order Request |
means any request you submit to us via the Online Tools to provide Services; |
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Preventative Maintenance Support |
means the support services detailed at www.structo3d.com as may be amended by the Supplier from time to time; |
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Product |
means the goods (including any Software and Documentation produced by the Supplier related thereto) to be supplied by the Supplier pursuant to the Supply of Goods Agreement; |
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Product Updates |
means the product updates and/or modifications as may be deemed necessary by the Supplier; |
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Site |
means the Delivery Address specified in the Supply of Goods Agreement or such other site that may be agreed in writing by the Parties; |
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Software Updates |
means the software updates and/or modifications as deemed necessary by the Supplier; |
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Statutory Warranties |
means any and all statutory warranties in relation to the Products that the Customer is from time to time entitled to the benefit of under Applicable Law; and |
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Structo Privacy Policy |
means the privacy policy set out at www.structo3d.com as may be updated by the Supplier from time to time; |
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Structo Training |
means the uptime management and manufacturing optimisation training detailed at www.structo3d.com as may be amended by the Supplier from time to time; |
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Supply of Goods Agreement |
means the supply agreement entered into by the Customer and Supplier in relation to the supply of Products on or about the date of this Agreement; |
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Telephone Support |
means the support services detailed at www.structo3d.com as may be amended by the Supplier from time to time; and |
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Term |
means a period of 36 months from the Agreement Date. |
1. SERVICES
1.1 The Supplier shall perform the following Services for the Customer in accordance with the Service Levels (the “Services”):
1.1.1 Support:
(a) Telephone Support;
(b) Email Support:
(c) Preventative Maintenance Support; and
(d) Structo Training,
1.1.2 Parts & Updates
(a) Product Updates; and
(b) Software Updates.
1.2 The scope and nature of the Services may be amended at any time by way of written notice by the Supplier.
2. SERVICE LEVELS
2.1 The Services shall be supplied by the Supplier in accordance with the following service levels:
2.1.1 Support:
(a) Up-Time Guarantee: within 5 days of a sustained downtime
(b) Telephone Support: 24 hour support coverage during Business Days. Call Back/Response within 30min.
(c) Email Support: 24 hour support during Business Days. Response within 4 hours.
(d) Preventative Maintenance Support: Every 12 months during the Term
2.1.2 Parts & Updates
(a) Product Updates: as applicable during the Term
(b) Software Updates: as applicable during the Term
2.1.3 Structo Training
(a) Regular reporting on printer utilization rate and consumable utilization rate and usage life; and
(b) Open request, consultation on improvement around printer and consumables utilization rate and update on best practices (if applicable).
3. REPLACEMENT PRODUCT PART INSTALLATION
3.1 Where the Customer submits a Defects Notice to the Supplier and the Supplier determines that a replacement Product part is required to resolve the issue, then the following shall apply:
3.1.1 the Supplier shall ship (at the Supplier’s cost and risk) a replacement part to the Customer; and
3.1.2 upon receipt the Customer shall contact the Helpline Number and the Supplier shall provide the Customer with verbal instructions on how to install the replacement part into the Product (“Installation Instructions”).
3.2 In the event that the Customer does not obtain or comply with Installation Instructions all warranties applicable to the replacement part and the Product shall be immediately cancelled and the Supplier’s obligations to perform the Services shall be terminated.
4. MISCELLANOUS COSTS
4.1 All travel and personnel costs associated with the Services shall be the sole cost and expense of the Supplier.
4.2 All costs associated with the Services, where the damage to the Product is attributable to Product Misuse shall be invoiced to and be the sole cost and expense of the Customer.