Hamina Wireless Service General Terms and Conditions

These terms and conditions govern the use of the Hamina Network Planner software-as-a-service (“Service”) made available by Hamina Wireless Oy (“Hamina Wireless”) to the customer organization or company (“Customer”) that has decided to take the Services to use by making a binding order to Hamina Wireless or whose user has otherwise accepted these terms and conditions in the context of using the service. Such order or other acceptance, these terms and conditions and the related appendices shall together form an agreement (“Agreement”) between Customer and Hamina Wireless on the use of the Service.

PROVISION OF THE SERVICE
1. Grant of rights

1. 1. Subject to payment of the service fees and compliance with the terms of the Agreement, Hamina Wireless grants the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right during the term of this Agreement to access and use the Service in accordance with this Agreement.
2. General

1. 1. Hamina Wireless shall provide the Service with due professional skill and care in accordance with Hamina Wireless’s own methods and procedures.
  2. In the event of an emergency, failure, suspected failure, or a security breach, without limiting any other rights of Hamina Wireless hereunder, the Service may be temporarily interrupted or suspended, or permanently discontinued.
  3. In all other cases, except for those not covered by Section 1.2.2 above, should Hamina Wireless elect to modify or suspend the Service due to a planned change, it will use commercially reasonable efforts to give Customer no less than five (5) days written notice of any such modification or suspension.
  4. Customer shall use the Service in compliance with this Agreement. Misuse of the Service by Customer may lead to suspension or denial of access to the Service.
  5. Unless separately agreed between the Parties, Customer does not have the right to claim to receive customer support services, consultation services, integration or implementation services, software updates or upgrades, or other services that may relate to the Service. In case such services are included in Hamina Wireless’s service offering, Hamina Wireless shall have the right to charge the applicable fees relating to these services.
FEES AND PAYMENT
1. Customer shall pay Hamina Wireless the fees stipulated at the time of purchase.
2. The applicable fees are charged by Hamina Wireless monthly in arrears. The term of payment for each invoice shall be fourteen (14) days net from the date of the invoice. All payments shall be made in Euros.
3. Hamina Wireless is entitled to adjust its fees once every three (3) months by providing the Customer with prior notice of at least 14 days before the effective date of the change. If the Customer does not accept the change in the fees, the Customer shall be entitled to terminate this Agreement on the effective date of the fee change by notifying Hamina Wireless thereof in writing at least 14 days before the effective date of the change. The change shall not affect the charges for invoicing periods that have commenced before the effective date of the change.
4. All fees under this Agreement shall include all public charges determined by the authorities and effective on the date of entry into force of this Agreement, except for value-added tax, which shall be added to the fees in accordance with then-current regulations. If the public charges determined by the authorities or their collection basis change due to changes in the regulations or taxation practice, the fees shall be revised correspondingly.
5. All fees and payments made to Hamina Wireless under this Agreement are non-refundable. For clarity, in the event of termination of this Agreement, the Customer shall not be entitled to a refund of any fees.
CUSTOMER’S OBLIGATIONS
1. Customer shall be responsible for all of its activities concerning the Service, including the acquisition and functionality of equipment, systems, software, and connections that it may use to integrate the Service to its systems or uses to access and use the Service.
2. Customer shall not, under any circumstances: (i) sublicense, lease, or redistribute access to the Service to a third party; (ii) circumvent or reverse engineer any features, functionalities, logic, source code, or usage restrictions and limits of the Service; (iii) probe, scan, or test the vulnerability of the Service; (iv) use the Service in a manner that accesses or uses any information beyond what Hamina Wireless allows under this Agreement or that breaks, or circumvents any of Hamina Wireless’s technical or administrative security measures; (v) use the Service to create a service substantially similar to the Service; (vi) perform any actions that could damage, disable, disrupt, overburden or impair the Service or its underlying services or systems; (vii) attempt to change, distort or modify the Service or its underlying systems; (viii) transmit any viruses or malware or other computer programming that may damage or detrimentally interfere with the Service or its underlying services or systems; (ix) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or (x) use the Service in violation of applicable law.
3. Further, the Customer acknowledges that the right to use the Service is granted individually to each specified individual user. The Customer shall ensure that the dedicated user licenses are not transferred to other users or otherwise that the Service would be otherwise used by other users and licensed users without the approval of Hamina Wireless.
CUSTOMER CONTENT
1. In using the Service Customer may create, upload, and otherwise process Customer-created content within and through the Service (“Customer Content”).
2. Customer shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Content.
3. Hamina Wireless shall have the right to generate anonymous usage, statistic, and other data from Customer Data and by analyzing the Customer’s use of the Service (“Aggregate Data”) for updates and development of the Service and other services of Hamina Wireless. The intellectual property rights and title, as applicable, to Aggregate Data, shall belong to Hamina Wireless.
4. Customer shall ensure that Customer Content does not infringe any third-party intellectual property rights or violate any applicable laws or legislation. In case Hamina Wireless believes, in its reasonable opinion, that any Customer Content violates this Agreement, intellectual property rights, or any applicable law, Hamina Wireless shall have the right to delete such Customer Content.
PERSONAL DATA
1. Where Hamina Wireless processes personal data on behalf of the Customer as a data processor, further terms concerning the processing of personal data are provided in the data processing agreement (Appendix 1).
CONFIDENTIALITY
1. Neither Party shall disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential and shall not use such material or information for any other purposes than those stated in this Agreement.
2. The confidentiality obligation shall, however, not be applied to material and information which is generally available or otherwise public, or which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations, or court orders.
INTELLECTUAL PROPERTY RIGHTS
1. All right, title, and any intellectual property rights to and relating to the Service, as well as any related documentation and any copies, modifications, translations, amendments, and derivatives thereof (”Hamina Wireless IPR”) belong to Hamina Wireless or its licensors.
2. Intellectual property rights shall be understood in the broadest sense, including but not limited to any copyright, patent, trademark, design right, database protection right, and any other form of statutory protection of any kind (whether registered or unregistered) and applications for any of the foregoing respectively as well as any know-how, inventions, and trade secrets in or related to Hamina Wireless IPR.
3. Except as expressly stated herein, this Agreement does not grant the Customer any intellectual property rights in Hamina Wireless IPR, and all rights not expressly granted hereunder are reserved by Hamina Wireless.
TERM AND TERMINATION
1. The Agreement shall enter into force upon Customer’s acceptance of these terms and conditions and will remain in force for consecutive terms as defined in the applicable order (“Term”) and shall automatically renew unless terminated by either Party, at latest, two (2) months before the end of the current Term.
2. Furthermore, either Party may terminate this Agreement with immediate effect in whole or in part upon written notice to the other Party in the event of any of the following:
  1. insolvency event of the other Party, which, for the purposes of this Agreement, means any corporate action, legal proceedings, or other procedure or step taken by any person in relation to the suspension of payments, a moratorium of any indebtedness, insolvency, bankruptcy, liquidation, winding-up or dissolution (whether voluntary or involuntary), administration, business restructuring (by way of voluntary arrangement, scheme of arrangement or otherwise), the appointment of a liquidator, receiver, administrator or another similar officer, or any analogous procedure or step; or
  2. material breach by a Party of its obligations which, the breaching Party fails to remedy within thirty (30) calendar days following the terminating Party’s written notice thereof.
3. Hamina Wireless shall be entitled to terminate the Agreement if the Customer has not paid the fees due under this Agreement for period of 7 days.
4. Upon termination of this Agreement, the Customer will promptly cease using the Service. The termination of this Agreement does not entitle the Customer to any compensation or refunds of any fees or payments made to Hamina Wireless or due hereunder.
WARRANTIES, LIMITATION OF LIABILITY
1. Hamina Wireless provides the Service on a strict ‘as is’ basis, i.e. with the functionalities available at each time without any warranty of any kind, either expressed or implied, including but not limited to the warranties of availability, non-infringement, or fitness for a particular purpose. Hamina Wireless shall not be responsible for any errors, interruptions, or disturbances in any of its foregoing services or products.
2. Hamina Wireless warrants that it is entitled to enter into this Agreement and grant the rights granted to Customer hereunder.
3. Neither Party shall be liable for any indirect or consequential damages, including but not limited to loss of data, loss of business, or loss of goodwill.
4. Hamina Wireless’s total aggregate liability under or in connection with this Agreement or the use of the Service as well as any other of its services provided hereunder shall be limited to the payments made by Customer to Hamina Wireless hereunder during a period of six (6) months immediately before the claim for damages.
SEVERANCE
1. If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal, or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
ASSIGNMENT
1. Hamina Wireless shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or a purchaser or acquirer of its business assets without the Customer’s prior consent.
2. Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without Hamina Wireless’s prior written consent.
APPLICABLE LAW AND DISPUTE RESOLUTION
1. This Agreement shall be governed by and interpreted in accordance with the laws of Finland, excluding any provisions on choice of law.
2. Hamina Wireless and Customer seek to resolve any possible disputes in amicable negotiations. If the negotiations do not lead to settlement within one (1) month of the date the dispute first arose, any dispute, controversy, or claim arising out of or in connection with this Agreement shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The language of the arbitration shall be English. However, evidence may also be submitted in Finnish. The seat of the arbitration shall be Helsinki, Finland. The number of arbitrators shall be one (1).

APPENDIX 1 DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA”) is a part of the agreement for the provision of the Service whose terms and conditions have been laid out in the Service General Terms and Conditions or such other agreement (“Agreement”) that may have been specifically concluded between Hamina Wireless Oy (“Hamina Wireless”) and the customer (“Customer”).

Hamina Wireless and Customer are each individually referred to as the Party and together as the Parties.

GENERAL
1. This DPA forms an integral part of the Agreement and shall apply to all processing of personal data under the Agreement. Where applicable and when this DPA does not explicitly state otherwise, the terms of the Agreement, such as governing law and dispute resolution, shall be applied to this DPA. If the Agreement or any other document regulating the relationship between Hamina Wireless and the Customer as set out in the Agreement contains provisions that conflict with this DPA, this DPA shall have precedence.
2. The Customer shall be considered the controller under the EU regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“GDPR”) and Hamina Wireless processes, by providing the Service to the Customer, the personal data on behalf of Customer as a processor for the purposes of the Agreement during the term thereof. If and to the extent the Customer acts as a processor in relation to other controllers, Hamina Wireless shall act as a subprocessor under this DPA. As used herein, personal data means such personal data that Hamina Wireless processes on behalf of the Customer as the Customer’s processor or subprocessor.
3. The Customer is responsible for the lawful processing and collection of personal data in compliance with the GDPR and other laws, regulations, and directives pertaining to the processing or collection of personal data. Hamina Wireless will not monitor the Customer’s processing or collection of personal data in the Service. The Customer shall be responsible for having the required rights and necessary permissions from third parties to use and disclose personal data for the purposes set out in the Agreement. The Customer shall ensure that the Customer is entitled to transfer the relevant personal data to Hamina Wireless so that Hamina Wireless may lawfully process, use and transfer the personal data in accordance with the Agreement and this DPA.
4. The subject matter, categories, and types of data as well as other details of the processing are specified in Schedule 1 of this DPA (Description of the Processing Operations).
PROCESSING OF PERSONAL DATA
1. Hamina Wireless shall only process personal data in accordance with this DPA and documented instructions from Customer unless required to do otherwise under European Union or Member State law to which Hamina Wireless is subject. In such case, Hamina Wireless shall inform the Customer of that legal requirement before processing unless that law prohibits such information on important grounds of public interest.
2. Hamina Wireless may not use the Customer’s personal data for any other uses than for the provision of the Services and as otherwise instructed by the Customer. Hamina Wireless shall process information disclosed to it by the Customer in accordance with the Agreement and according to written instructions or guidelines given to it by the Customer. The Customer’s instructions must be commercially reasonable, compliant with applicable data protection legislation and regulations, and consistent with the Agreement. In case Hamina Wireless detects that any instruction given by the Customer is non-compliant with European Union or member state law to which Hamina Wireless is subject, Hamina Wireless shall not be obliged to comply with such instruction and shall inform the Customer of that legal requirement.
3. In case the Customer’s instructions require additional measures or work to be performed by Hamina Wireless, Hamina Wireless has the right to charge an hourly consulting fee from the Customer for complying with such Customer’s instructions in accordance with Hamina Wireless’s then-current fee for consulting services, subject to the Customer’s prior approval of such additional costs.
DATA SECURITY
1. Hamina Wireless ensures that it shall implement and maintain appropriate technical and organizational security measures to protect the personal data within its area of responsibility, in order to safeguard the personal data against unauthorized or unlawful processing or access and against accidental loss, destruction of personal data, taking into account the costs of implementation as well as the nature, scope, context and purposes of processing of personal data carried out by Hamina Wireless hereunder as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons. Such measures shall include, where appropriate and relevant for each processing action: (i) the pseudonymization and encryption of personal data; (ii) the ability to ensure the ongoing confidentiality, integrity, availability, and resilience of processing systems and Service; (iii) the ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident; (iv) a process for regularly testing, assessing, and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing; (v) the ongoing confidentiality, integrity, availability, resilience, and restoration of all processing systems and services in which personal data is stored or processed; (vi) the pseudonymization and encryption of personal data and communications containing personal data when it is appropriate and necessary to maintain the integrity and confidentiality of the personal data.
2. Hamina Wireless also ensures that the persons processing personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
ASSISTANCE OBLIGATIONS
1. Taking into account the nature of the processing, Hamina Wireless shall assist the Customer with appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the Customer’s obligation to respond to requests for exercising the data subject’s rights under Chapter III of the GDPR.
2. Taking into account the nature of the processing and the information available to Hamina Wireless, Hamina Wireless shall further provide the Customer with assistance in ensuring compliance with the Customer’s obligations set out in Articles 32 to 36 of the GDPR (e.g. to perform security and data protection impact assessments, breach notifications and prior consultations of the competent supervisory authority).
3. In case such assistance requires measures from Hamina Wireless, Hamina Wireless has the right to charge an hourly consulting fee from the Customer for handling such assistance requests in accordance with Hamina Wireless’s then-current fee for consulting services, subject to the Customer’s prior approval of such additional costs.
INTERNATIONAL TRANSFERS
1. The Customer accepts that Hamina Wireless may transfer personal data to its subprocessors outside the European Economic Area (“EEA”) in the context of the provision of the Service. Before any personal data is transferred by Hamina Wireless from the EEA for processing in any country outside the EEA that is not recognized by the European Commission as providing an adequate level of protection for personal data, Hamina Wireless shall comply with Chapter V of the GDPR and use transfer tools which ensure appropriate safeguards for protection of the personal data, including (but not necessarily limited to) entering into the standard contractual clauses for processor-to-processor transfers adopted by the European Commission (by the implementing decision (EU) 2021/914 and as amended) and carrying out a transfer impact assessment.
AUDITS
1. The Customer or an auditor appointed by the Customer shall with the assistance of Hamina Wireless have the right to audit the processing activities of Hamina Wireless under this DPA to assess the compliance of Hamina Wireless with its contractual obligations under this DPA and applicable data protection legislation during ordinary business hours of Hamina Wireless and with 30 days prior written notice. If Hamina Wireless’s employees or other representatives participate in such audits at the request of the Customer, the Customer shall compensate Hamina Wireless for the expenses caused by such participation. Otherwise, each Party shall bear its own costs for any such audit. Where an audit may lead to the disclosure of business or trade secrets of Hamina Wireless or threaten intellectual property rights of Hamina Wireless, the Customer shall employ an independent expert to carry out the audit, and the expert shall agree to be bound by confidentiality to Hamina Wireless’s benefit.
2. Where an audit may, in Hamina Wireless’s sole opinion, lead to the disclosure of business or trade secrets of Hamina Wireless or threaten the intellectual property rights of Hamina Wireless, the Customer shall employ an independent auditor, that is not a competitor of Hamina Wireless, to carry out the audit, and the auditor shall agree to be bound to confidentiality to Hamina Wireless’s benefit.
3. Hamina Wireless makes available to the Customer, at the Customer’s request, information necessary to demonstrate compliance with the GDPR. In case the Customer’s request requires measures or work to be performed by Hamina Wireless, Hamina Wireless has the right to charge an hourly consulting fee in accordance with its then-current pricing for consulting services for handling such requests.
SUBPROCESSORS
1. The Customer gives its general authorization to allow Hamina Wireless to engage subcontractors as subprocessors to process personal data in connection with the provision of the Service.
2. Hamina Wireless is free to choose and change its subprocessors. Upon request, Hamina Wireless shall inform the Customer of the subprocessors currently involved. In case there is a later change of a subprocessor (addition or replacement), Hamina Wireless shall notify the Customer of such change, thereby allowing the Customer the opportunity to object to such change. If Hamina Wireless is not willing to change the subprocessor the Customer has objected to, both Parties shall have the right to terminate the Agreement and this DPA.
3. Where Hamina Wireless engages a subprocessor for carrying out specific processing activities on behalf of the Customer, the same data protection obligations as set out in this DPA shall be included in the DPA between Hamina Wireless and that subprocessor. Where a subprocessor fails to fulfill its data protection obligations, Hamina Wireless shall remain liable to the Customer for the performance of the subprocessor’s obligations as further stipulated in the Agreement.

SCHEDULE 1 DESCRIPTION OF THE PROCESSING OPERATIONS

CATEGORIES AND TYPES OF PERSONAL DATA
- In order to provide good quality service, Hamina Wireless will collect and process following user information: user name, user email address, country, phone number, company name, nature of use of the product (for example design of networks for own use, design of networks as a service).
DURATION OF THE PROCESSING
- Personal data shall be processed as long as the Agreement with the Customer remains in force, unless instructed otherwise by the Customer in accordance with the DPA. Following expiration of the Agreement Hamina Wireless will delete the personal data within a reasonable time after the end of the customer relationship.
SUBPROCESSORS
- Microsoft Operations Ireland Limited