FCS 主销售协议

主要服务和产品条款和条件（云端部署和本地部署）

本协议由报价单或订购单中指定的实体（“客户”，即客户品牌的权益继受人）与报价单或订购单中指定的 FCS Computer systems （“FCS”）签订。在本协议中，客户和 FCS 各自单独称为 “一方”，合称为 “双方”。

1. 简介

客户希望从FCS采购，FCS希望根据本协议中规定的条款和条件向客户提供某些服务和产品。

2. 合同文件

“Services” means the software-as-a-service offerings provided by FCS Solutions via the cloud hosting.
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“Order Form” means a document executed by both Parties that sets forth the specific Services, pricing, subscription term and other transaction-specific terms.
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“Effective Date” means the date the Order Form is duly signed & executed by both Parties

3. ACCESS AND USE OF SERVICES
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3.1 Grant of Rights
‍FCS Solutions grants Customer a non-exclusive, non-transferable right to access and use the Services for internal business purposes during the subscription term.
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3.2 Restrictions
Customer shall not (i) sublicense, resell, or transfer the Services; (ii) reverse engineer or attempt to extract source code; or (iii) use the Services to process data on behalf of any third party.
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3.3 Copyright, Trademarks, Intellectual Property
‍The Customer shall not by act or omission breach the Copyright, Trademark and/or Intellectual Property of FCS Solutions both in the Services, and in general. In the event of such a breach occurring, Customer agrees that the damages caused to FCS Solutions are irreparable and agree to direct and indirect damages as deemed fit by the courts of the agreed jurisdiction.
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4. FEES AND PAYMENT
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4.1 Fees
Customer agrees to pay all fees as set forth in the applicable Order Form.
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4.2 Payment Terms
Fees are due within thirty (30) days of invoice unless otherwise stated in the Order Form.
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5. TERM AND TERMINATION
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5.1 Term
‍This Agreement begins on the Effective Date and continues until terminated by FCS Solutions with thirty (30) days’ prior written notice.
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5.2 Termination for Cause
‍Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches this Agreement and does not cure the breach within thirty (30) days.

6. DATA AND SECURITY
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6.1 Data Ownership
‍Customer retains all rights to Customer Data whereby Customer shall be deemed as Data Controller, and FCS Solutions as Data Processor within the context of data processing arrangements under the relevant personal data processing regulations of the applicable jurisdiction including but not limited to the Personal Data Protection Act of Singapore, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) (the “GDPR”), the Privacy and Electronic Communications Directive 2002/58/EC, the UK Data Protection Act 2018 (“DPA”), the UK General Data Protection Regulation as defined by the DPA as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (“UK GDPR”), and the Privacy and Electronic Communications Regulations 2003,  the People’s Republic of China's Cybersecurity Law (“CSL”), Data Security Law (“DSL”), Personal Information Protection Law (“PIPL”) and the implementing regulations as published by the relevant jurisdiction authorities from time to time; and any relevant law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding instrument which implements any of the above or which otherwise relates to data protection, privacy or the use of Personal Data, in each case as applicable and in force from time to time, and as amended, consolidated, re-enacted or replaced from time to time
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6.2 Data Security
‍FCS Solutions will maintain industry-standard administrative, physical, and technical safeguards to protect Customer Data.
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7. CONFIDENTIALITY
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Each Party agrees to keep the other Party’s Confidential Information confidential and not to disclose it to third parties, except as required by law.
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8. WARRANTIES AND DISCLAIMERS
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FCS Solutions represents that it will provide the Services in a professional manner. EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND.
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9. LIMITATION OF LIABILITY
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NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. FCS SOLUTIONS’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.

10. GENERAL PROVISIONS
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10.1 Governing Law and applicable dispute resolution forum
This Agreement shall be governed by the laws of the FCS Solutions signing entity. For the avoidance of doubt, if for example the FCS Solutions signatory entity is a Singapore registered entity, the governing law and dispute resolution forum will be Singapore law and Singapore courts.
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10.2 Contact details
The contact details of the FCS Solutions representative are as below:
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General Counsel
Contact email: legal@planet1world.com

10.3 Entire Agreement
Any special terms, clauses, deviations and the like shall be as captured in the Order Form under the title of “Special Clauses” and shall together with the Order Form constitute the entire agreement between the Parties.

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Service Level Agreement (SLA)

Customer Name: As stipulated in the Order Form ("Customer")

1. PURPOSE
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This Service Level Agreement ("SLA") defines the level of service expected from the FCS Solutions for the SaaS product known as  FCS1 It outlines service availability, performance benchmarks, response times, and remedies in case of failure to meet these standards.

2. SERVICE COMMITMENT
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2.1 Uptime Guarantee
FCS Solutions will make the SaaS Product available 99.9% of the time in any given calendar month, excluding scheduled maintenance and Force Majeure events on a “best endeavour” basis subject to “fair usage” standards.
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2.2 Scheduled Maintenance
FCS Solutions will give Customer at least 7 (seven) calendar days advance notice for scheduled maintenance expected to impact availability and will attempt to schedule such maintenance during off-peak hours.

3. SUPPORT SERVICES
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3.1 Support Hours
Support is available during the following hours:
• Standard Support: Monday–Friday, 9:00 AM–6:00 PM [Time Zone]
• Emergency Support: 24/7 for Priority 1 (Critical) issues

3.2 Incident Response Times

本协议的生效日期为双方签署的报价单、工作说明书或订购单上注明的日期（“生效日期”）。双方接受报价单或合同单即表示认可已收到且充分考虑了订立本协议的合法且有价值的因素，并同意受本协议所有条款的约束。

本协议中使用但未在上下文中定义的某些术语，其含义见附件 A - 定义。本协议中使用但未定义的、在信息技术（“IT”）行业或其他相关业务背景中常用的术语、首字母缩写词和短语，将具有在 IT 行业或其他适用业务背景中普遍理解的含义。

若双方希望就 FCS 提供服务签订协议，则应根据这些一般条款与条件签署工作说明书（“SOW”）。若双方希望就 FCS 提供产品（除服务交付外，例如待授权许可的软件或待出售或租赁的设备，统称为 “产品”）签订协议，则应根据这些一般条款与条件签订订购单。每份工作说明书和每份订购单均为 “补充文件”，且所有工作说明书和订购单统称为 “补充文件”。

本协议自生效日期起生效，并持续有效，直至根据第 11.1 节（协议终止）的规定终止（“期限”）。

每份工作说明书的期限（各称 “工作说明书期限”）应如其中所述，除非该工作说明书根据第 11.2 节（工作说明书的终止）的规定提前终止，或该工作说明书另有规定。

4. PERFORMANCE METRICS
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4.1 System Performance
• Page load time: Under 4 seconds for 90% of requests
• Transaction completion: 99% success rate for API and web transactions

5. EXCLUSIONS
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This SLA does not apply to performance or availability issues:
• Caused by factors outside FCS Solutions’ reasonable control
• Resulting from Customer’s equipment or third-party services
• Arising from misuse or non-compliance with documentation

6. CHANGES TO SLA
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FCS Solutions reserves the right to modify this SLA with 30 days' notice to Customer, provided that such changes do not materially degrade the existing service levels.

7. DEFINITIONS
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• "Uptime": Percentage of total time in a month the service is operational
• "Business Day": Monday through Friday, excluding national holidays in Singapore

8. CONTACT INFORMATION
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Support Contact:

Email: helpdesk.fcs@fcshub.com and as per the Helpdesk Procedure circular updated periodically 

Phone: as per the Helpdesk Procedure circular

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