HAMINA WIRELESS GENERAL TERMS OF SERVICE

1. PURPOSE AND SCOPE

These Hamina Wireless Terms of Service (“Terms”) govern and apply to the use of the Services and Products provided by Hamina Wireless Ltd and its affiliates (“Hamina Wireless”) to its customers (each a “Customer”) and their users.

By accepting these Terms during the online purchasing process or in connection with a separate subscription order (“Subscription Order”), you as the Customer or on behalf of the Customer represent and warrant that you have the full legal authority to enter into an agreement on behalf of the Customer and agree to these Terms. These Terms together with their appendices and any applicable Subscription Order(s) constitute a legally binding agreement between Hamina Wireless and the Customer (“Agreement”). The Agreement may also include service or product specific terms separately accepted by the Customer in connection with adopting such services or products.

The contracting Hamina Wireless party is identified in the table below or in a Subscription Order, where applicable. Please note that some terms and conditions below, such as those regarding dispute resolution, differ based on the contracting entity.

 

 

2. DEFINITIONS

2.1 “Customer Content” means any files, images, documents, text, or other data that the Customer creates, provides, transfers, submits, or uploads, directly or indirectly, to the Services and processes in the Services. 

2.2 ”Effective Date” means the date on which the Customer accepts these Terms or the first day of the Subscription Term set forth in an applicable Subscription Order, whichever is earlier. 

2.3 "Parties" means Hamina Wireless and the Customer jointly. 

2.4 "Party" means either Hamina Wireless or the Customer individually. 

2.5 “Products” means the hardware products sold or provided by Hamina Wireless from time to time. 

2.6 “Services” means services provided by Hamina Wireless from time to time, including but not limited to the Hamina Wireless Planner and Hamina Onsite tools. The Services may also include Products, where applicable. 

2.7 “Subscription Term” means the period for which the Customer acquires a license to the Services. The Subscription Term is determined during the online subscription process or in the Subscription Order.  

2.8 “Third-Party Products” means any third-party products, components or services provided with or incorporated into the Services. 

3 GRANT OF RIGHTS

3.1 Subject to the payment of all applicable fees and compliance with the Agreement, Hamina Wireless grants the Customer a limited, revocable, non-exclusive, non-transferable, and non-sublicensable right to access and use the Services for the Subscription Term in accordance with the Agreement. 

3.2 The Customer grants Hamina Wireless a limited, non-exclusive, non-transferable, non-sublicensable right to use Customer Content in the Services solely for the purpose of providing the Service.

4 PROVISION OF THE SERVICES

4.1 Hamina Wireless provides the Services on an ‘as is’ basis and with the features and functionalities available from time to time. Hamina Wireless shall have the right to develop, modify, or suspend the Services. Hamina Wireless shall use commercially reasonable efforts to give the Customer no less than thirty (30) business days’ written notice of any modification or suspension that materially impacts the use of the Services. 

4.2 The Services may be available in different levels and feature sets as described on the Hamina Wireless website or applicable service descriptions. Some of the Services may include or be bundled with Products. The Customer has the option to choose from such levels during the online purchase process or in the Subscription Order. 

4.3 The Services may include functionalities or features offered free of charge (“Free Version”). Other terms of the Agreement notwithstanding, Hamina Wireless may at its sole discretion, without prior notice and without liability modify or discontinue the Free Version, or limit the Customer’s access to the Free Version. 

4.4 The Services may include features or components that rely on Third-Party Products, such as application programming interfaces (API) provided by third parties. Hamina Wireless is not responsible for such Third-Party Products or their impact on the Services, including any impacts of any outages, disruptions, or changes of such Third-Party Products on the Services. 

4.5 Hamina Wireless shall make reasonable efforts to keep the Services operational at all times without any specific service level or availability commitments. In the event or suspicion of an emergency, failure, or security breach, or in case of a legal or regulatory change or other liability, without limiting any other rights of Hamina Wireless, the Services may be temporarily or permanently modified, suspended, or discontinued. 

4.6 Hamina Wireless shall have the right to deny access to the Services without prior notice if the Customer has neglected to pay due fees, or Hamina Wireless reasonably suspects or discovers that the Customer has breached the Agreement or uses the Services in a manner which jeopardizes the security, integrity, or availability of the Services. 

4.7 Unless separately agreed to, the Services do not include consultation, integration or implementation services, or any similar related services.

5 FEES AND PAYMENTS

5.1 General 

5.1.1. The fees and prices applicable to the Services and Products from time to time are set forth on the Hamina Wireless website or in the Subscription Order. 

5.1.2 Payment is due at the point of purchase or at the beginning of a Subscription Term, at the renewal of a Subscription Term, or as specified in a Subscription Order. 

5.1.3 The number of licenses cannot be decreased during the Subscription Term, and all fees and payments made to Hamina Wireless under the Agreement are non-refundable. For clarity, in the event of termination of the Agreement, the Customer shall not be entitled to a refund of any fees. 

5.1.4 Hamina Wireless shall charge any fees under the Agreement in the currency specified during the online subscription process or in the Subscription Order. 

5.1.5 All fees under the Agreement include public charges determined by the authorities and effective on the Effective Date, except for value-added tax and other applicable taxes, which shall be added to the fees in accordance with then-current regulations. If such taxes or their collection basis change, Hamina Wireless shall revise the fees correspondingly. 

5.1.6 Hamina Wireless shall have the right to adjust the fees by providing the Customer with prior notice of at least thirty (30) business days. The change shall not affect the charges for Subscription Terms that have commenced before the effective date of the change. 

5.2 Administrative Fees 

5.2.7 Hamina Wireless shall, subject to the prior notice to the Customer, charge administrative fees in addition to any service fees in the following circumstances:

(i) A one-time fee of USD 150 (or an equivalent amount in the applicable currency) if the Customer requires Hamina Wireless to manually complete vendor onboarding processes, including but not limited to: new vendor questionnaires, creation of vendor profiles in the Customer's accounts payable systems, or completion of information security assessments.

(ii) An annual fee of USD 150 (or an equivalent amount in the applicable currency) if the Customer requires manual processing of purchase orders and/or manual submission of invoices through the Customer's accounts payable system. This fee will be included on renewal invoices for subsequent Subscription Terms.

6 CUSTOMER’S OBLIGATIONS

6.1 The Customer shall be responsible for all of its and its users’ activities in and concerning the Services and Products, including the acquisition and functionality of any equipment, systems, software, and connections that it may use to access and use the Services or Products or integrate them into its own systems, applications or equipment. 

6.2 The Customer shall not, under any circumstances: 

(i) sublicense, lease, or redistribute access to the Services to a third party; 

(ii) circumvent or reverse engineer any features, functionalities, logic, source code, or usage restrictions and limits of the Services;

(iii) probe, scan, or test the vulnerability of the Services;

(iv) use the Services 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 Services to create a service substantially similar to the Services;

(vi) perform any actions that could damage, disable, disrupt, overburden or impair the Services or its underlying services or systems;

(vii) attempt to change, distort or modify the Services or its underlying systems;

(viii) transmit any viruses, malware or other computer programming that may damage or detrimentally interfere with the Services or its underlying services or systems;

(ix) remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or

(x) use the Services in violation of any applicable law or the rights of third parties.

6.3 The right to use the Services is granted on an individual basis to each licensed user. The Customer shall ensure that dedicated user licenses are only used by the individual whose account it is. A license assigned to an individual user may be reassigned to another user every ninety (90) days.

7 CUSTOMER CONTENT

7.1 When using or accessing the Services, the Customer may create, upload, transmit, use, and otherwise process Customer Content. The Customer shall have sole responsibility for all Customer Content, including its legality, integrity, accuracy and quality. 

7.2 The Customer shall be responsible for ensuring that the Customer Content does not infringe any rights of third parties (including intellectual property rights) or violate any applicable laws or regulations. In case Hamina Wireless reasonably believes any Customer Content violates the Agreement, the rights of a third party or any applicable law or regulation, Hamina Wireless shall have the right to suspend or remove such Customer Content from the Services without liability. 

7.3 Hamina Wireless shall have the right to generate aggregated, statistic, performance, and other data from the use of the Services and Customer Content (collectively “Aggregate Data”), and use such Aggregate Data for its purposes, including development of the Services. The intellectual property rights and title, as applicable, to Aggregate Data shall belong to Hamina Wireless. Aggregate Data shall not include any data or information that is used to identify, or can be reasonably used to identify, a Customer or any user.

8 PERSONAL DATA

8.1 Where Hamina Wireless processes personal data on behalf of the Customer as a data processor under the EU General Data Protection Regulation (“GDPR”), the terms concerning the processing of personal data are provided in the data processing agreement (Appendix 1). 

8.2 The processing of personal data Hamina Wireless carries out as a data processor is described in the Hamina Wireless Privacy Policy available on the Hamina Wireless website.

9 HARDWARE PRODUCTS

9.1 The Products sold or provided by Hamina Wireless are manufactured by third parties. The warranty for the Products is limited exclusively to the terms, conditions, and duration of the warranty provided by the manufacturer. Hamina Wireless does not provide any warranty on the Products and expressly disclaims any additional warranties, whether express, implied, statutory, or otherwise. 

9.2 The Customer shall direct all warranty claims and support requests regarding the Products to the manufacturer. Hamina Wireless shall reasonably assist the Customer in facilitating communications or warranty claims with the manufacturer, but does not assume any liability or responsibility for the manufacturer’s obligations or performance.

10 CONFIDENTIALITY

10.1 Neither Party shall disclose to third parties any material or information received from the other Party that is marked as confidential or which should be understood to be confidential and shall not use such material or information for any other purposes than as permitted in this Agreement. 

10.2 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. 

10.3 The Parties shall apply appropriate security measures to protect confidential information and treat confidential information at least with the same level of care as their own confidential information.

11 INTELLECTUAL PROPERTY RIGHTS

11.1 All right, title, and any intellectual property rights to and relating to the Services, 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. 

11.2 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. 

11.3 Except as expressly stated herein, the Customer is not granted any intellectual property rights in Hamina Wireless IPR, and all rights not expressly granted hereunder are reserved by Hamina Wireless. 

11.4 If Hamina Wireless reasonably determines that any part of the Services infringes the intellectual property rights of a third party, Hamina Wireless has the right at its sole discretion and expense to modify the Services to eliminate the infringement or procure to the Customer a right to use the Services. If none of these alternatives are reasonably possible, Hamina Wireless shall have the right to terminate this Agreement. In case of such termination, Hamina Wireless shall refund any pro rata portion of the fees paid by the Customer for the terminated portion of the term, which shall be the sole remedy for the Customer.

12 TERM AND TERMINATION

12.1 The Agreement shall enter into force upon the Customer’s acceptance of these Terms, or as defined in an applicable Subscription Order, and remain in force for the duration of the Subscription Term. 

12.2 The Subscription Term shall renew automatically, unless cancelled by either Party before the renewal.

12.3 Either Party may terminate the Agreement with immediate effect in whole or in part upon written notice to the other Party in the event of any of the following:

(i) insolvency event of the other Party, which, for the purposes of the 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

(ii) the other Party materially breaches the Agreement and (if the breach is curable) fails to cure such breach within thirty (30) calendar days of being notified in writing. Failure to pay due fees shall be considered a material breach.

12.4 This Section 12.4 and Sections 9, 10, 11, 13, 14 and 17 shall survive any termination or expiration of the Agreement.

13 INDEMNIFICATION

13.1 Indemnification by Hamina Wireless

13.1.1 Hamina Wireless shall indemnify, defend, and hold the Customer harmless from and against losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by the Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services infringe or misappropriate the intellectual property rights of a third party. 

13.1.2 This Section 13.1 shall not apply to the extent the alleged infringement arises from (i) Customer Content, (ii) modifications to the Services by the Customer or a third party, (iii) use of the Services in combination with hardware or software not provided or authorized by Hamina Wireless, or (v) other reasons outside the responsibilities of Hamina Wireless under the Agreement. 

13.2 Indemnification by Customer 

13.2.3 The Customer shall indemnify and hold Hamina Wireless harmless, and, at Hamina Wireless’s option, defend Hamina Wireless from and against any losses, damages, liabilities, or costs (including reasonable attorneys’ fees) resulting from any Third-Party Claim that Customer Content, or any use of Customer Content in accordance with the Agreement, infringes or misappropriates such third party’s rights, as well as any Third-Party Claim based on the Customer’s or its users’ (i) negligence or willful misconduct; (ii) use of the Services or Products in a manner not authorized by the Agreement; (iii) use of the Services or Products in combination with data, software, hardware, equipment, or technology not provided by Hamina Wireless or authorized by Hamina Wireless in writing; or (iv) modifications to the Services or Products not made by Hamina Wireless. 

13.3 Limitations 

13.3.4 The indemnity obligations under this Section 13 are contingent upon the indemnified Party: (i) providing prompt notice to the indemnifying Party of the claim; but the failure to so notify the indemnifying Party will not relieve it of liability under this Section 13 except to the extent the indemnifying Party is prejudiced by such failure, (ii) cooperating with the indemnifying Party (at the indemnifying Party’s sole expense) in the defense of such claim, and (iii) giving the applicable indemnifying Party the right to control the defense and settlement of any such claim, except that the indemnifying Party shall not enter into any settlement that affects the indemnified Party's rights or interest without such Party's prior written approval. 

13.3.5 EXCEPT AS LIMITED BY APPLICABLE LAW, THE TOTAL AND AGGREGATE INDEMNITY OBLIGATIONS OF A PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THREE (3) TIMES THE TOTAL AMOUNTS PAYABLE BY THE CUSTOMER TO HAMINA WIRELESS UNDER THE AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE THIRD-PARTY CLAIM. 

13.3.6 THIS SECTION 13 SETS FORTH THE CUSTOMER’S SOLE REMEDIES AND HAMINA WIRELESS’ SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR PRODUCTS INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

14 WARRANTIES, LIMITATION OF LIABILITY

14.1 HAMINA WIRELESS STRICTLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, COMPONENTS OR SERVICES INCORPORATED WITH, ACCESSED BY, OR RELIED UPON BY THE SERVICES. THE SERVICES, PRODUCTS AND HAMINA WIRELESS IPR ARE PROVIDED “AS IS” AND HAMINA WIRELESS HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. HAMINA WIRELESS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. HAMINA WIRELESS MAKES NO WARRANTY OF ANY KIND THAT THE HAMINA WIRELESS IPR, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. 

14.2 IN NO EVENT WILL HAMINA WIRELESS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER HAMINA WIRELESS WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. 

14.3 IN NO EVENT WILL HAMINA WIRELESS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID BY CUSTOMER TO HAMINA WIRELESS UNDER THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WITH THE EXCEPTION OF THE FREE VERSION, FOR WHICH HAMINA WIRELESS SHALL HAVE NO LIABILITY. THE FOREGOING LIMITATIONS WILL NOT APPLY TO THE EXTENT APPLICABLE LAW PROHIBITS THE EXCLUSION OR LIMITATION OF PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES.

15 OTHER TERMS

15.1 If any provision of the 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. 

15.2 No failure on Hamina Wireless’ part to exercise or to enforce any right given under the Agreement, or at law, or any of Hamina Wireless’ custom or practice at variance with the terms of the Agreement will constitute a waiver of Hamina Wireless’ rights under the Agreement or operate so as to prevent the exercise or enforcement of any such right at any time. No right, power or remedy in the Agreement conferred upon or reserved for Hamina Wireless is exclusive of any other right, power or remedy available to Hamina Wireless. 

15.3 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. 

15.4 The 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. Any purported assignment in violation of this section shall be void and of no effect. 

15.5 Neither Party shall be liable for delays or failure in performance under the Agreement caused by events beyond its reasonable control (force majeure), including but not limited to natural disasters, war, terrorism, acts of government authorities, labor disturbances, pandemics, interruptions of telecommunications or internet infrastructure, fire, floods, or other such circumstances. The affected Party shall notify the other Party promptly upon the occurrence of any such event and shall use commercially reasonable efforts to resume performance as soon as possible.

16 AMENDMENTS

16.1 Hamina Wireless may, at its sole discretion and at any time, amend these Terms by updating such Terms and notifying the Customer in writing of any material changes. By continuing to use the Services, the Customer shall be deemed to have read, understood and accepted the amendments to the Terms, and agrees to be bound by them. The amendments to the Terms shall become effective upon their publication.

17 APPLICABLE LAW AND DISPUTE RESOLUTION

17.1 General 

17.1.1 In addition to the contracting Hamina Wireless party (as set forth in Section 1), the applicable law and dispute resolution depend on the location of the Customer. 

17.1.2 For Customers outside the Americas and Australasia, the terms are set forth in Section 17.2. 

17.1.2 For Customers in the Americas and Australasia, the terms are set forth in Section 17.3.

17.2 Customers Outside the Americas and Australasia

17.2.4 The Agreement shall be governed by and interpreted in accordance with the laws of Finland, excluding its provisions on the choice of law. 

17.2.5 Hamina Wireless and the Customer agree to attempt to resolve any possible disputes in amicable negotiations. If such 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 the 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. The seat of the arbitration shall be Helsinki, Finland. The number of arbitrators shall be one (1). 

17.3 Customers in the Americas and Australasia 

17.3.6 IF THE CUSTOMER IS LOCATED IN THE UNITED STATES, ELSEWHERE IN THE AMERICAS OR IN AUSTRALASIA, PLEASE READ THIS SECTION CAREFULLY AS IT MAY SIGNIFICANTLY AFFECT THE CUSTOMER’S LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION REQUIRES YOU TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING ARBITRATION. 

17.3.7 The Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia, excluding its provisions on the choice of law. 

17.3.8 In the event of a dispute or claim arising out of the Agreement or the use of the Services, both Parties agree to engage in amicable negotiations to attempt to resolve the matter for at least thirty (30) days. Written notice of any dispute or claim must be provided to the other Party in writing, describing the nature and basis of the dispute or claim and the proposed resolution, and sent to 1900 Reston Metro Plaza, Suite 600, Reston Virginia 20190. If such negotiations do not lead to settlement, the dispute or claim shall be finally and exclusively resolved by binding arbitration under the Commercial Arbitration Rules and Mediation Procedures of the American Arbitration Association (“AAA”), and not by a lawsuit or resort to court process. The payment of filing, administration and arbitrator fees will be governed by the AAA commercial fee schedule. 

17.3.9 Each Party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. 

17.3.10 The arbitration shall be held in Fairfax County, Virginia. This arbitration provision is governed by the U.S. Federal Arbitration Act. The Customer can opt out of this arbitration provision within thirty (30) days of the date of first agreeing to the Agreement. To opt out, you must send the business name, and address, and a clear statement that you want to opt out of the arbitration provisions to 1900 Reston Metro Plaza, Suite 600, Reston Virginia 20190. Should you choose to withdraw from the arbitration provision, all other provisions of the Agreement shall remain in full force and effect. If for any reason a claim proceeds in court rather than arbitration, each Party waives any right to a jury trial. You agree to the personal jurisdiction by and venue in the state courts of Fairfax County in the State of Virginia and waive any objection to such jurisdiction or venue. 

17.3.11 THE CUSTOMER ACKNOWLEDGES AND AGREES THAT BOTH PARTIES TO THE AGREEMENT WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

18 NOTICES

18.1 All notices, requests, consents, claims, demands, waivers, and other communications hereunder must be in writing, including by email, and if to Hamina Wireless must be sent or copied to legal@hamina.com in order to be effective. Except as otherwise provided in this Agreement, a notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the notice has complied with the requirements of this Section. 

 

APPENDIX 1: DATA PROCESSING AGREEMENT

This Data Processing Agreement (“DPA”) is a part of the Agreement for the provision of Services between Hamina Wireless the Customer. It shall apply where Hamina Wireless is processing personal data as a processor on behalf of the Customer under the GDPR.

1 GENERAL

1.1 This DPA forms an integral part of the Agreement and shall apply to the processing of personal data under the Agreement and the GDPR. Where applicable and when this DPA does not explicitly state otherwise, the terms of the Agreement, such as governing law and dispute resolution, shall apply 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. 

1.2 The Customer shall be considered the controller under GDPR and Hamina Wireless processes, by providing the Services to the Customer, personal data on behalf of Customer as a processor for the purposes of the Agreement during the Subscription Term. 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. 

1.3 The Customer is responsible for the lawful processing and collection of personal data in compliance with the GDPR and other laws and regulations pertaining to the processing of personal data. Hamina Wireless will not monitor the Customer’s processing of personal data in the Services. 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, where applicable. 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. 

1.4 The subject-matter, categories, and types of personal data as well as other details of the processing are specified in Schedule 1 of this DPA (Description of the Processing).

2 PROCESSING OF PERSONAL DATA

2.1 Hamina Wireless shall only process personal data in accordance with the Agreement, this DPA and documented instructions from the Customer unless required to do otherwise under applicable law. In such a case, Hamina Wireless shall inform the Customer of that legal requirement before processing, unless prohibited to do so by law. 

2.2 Hamina Wireless may only process the Customer’s personal data for the purposes of the Agreement and as otherwise instructed in writing 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 finds any instruction of the Customer to be non-compliant with applicable law, Hamina Wireless shall not be obliged to comply with such instruction and shall inform the Customer. 

2.3 In case the Customer’s instructions require additional measures or work to be performed by Hamina Wireless, Hamina Wireless has the right to charge a fee from the Customer for complying with such Customer’s instructions in accordance with Hamina Wireless’s then-current prices, subject to the Customer’s prior approval of such additional costs.

3 DATA SECURITY

3.1 Hamina Wireless 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 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. 

3.2 The 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. 

3.3 The security measures of Hamina Wireless as applicable from time to time are described on the Hamina Wireless Trust Center available at https://trust.hamina.com/. 

3.4 Hamina Wireless shall ensure that the persons processing personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

4 ASSISTANCE OBLIGATIONS

4.1 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. 

4.2 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). 

4.3 In case such assistance requires measures from Hamina Wireless, Hamina Wireless has the right to charge a fee from the Customer for handling such assistance requests in accordance with Hamina Wireless’s then-current prices, subject to the Customer’s prior approval of such additional costs.

5 INTERNATIONAL TRANSFERS

5.1 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 Services. 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).

6 AUDITS

6.1 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 thirty (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. 

6.2 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. 

6.3 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 a fee in accordance with its then-current prices for handling such requests.

7 SUBPROCESSORS

7.1 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. 

7.2 Hamina Wireless is free to choose and change its subprocessors. The subprocessors in use on the Effective Date are listed in Schedule 1 to this DPA. 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. 

7.3 Where Hamina Wireless engages a subprocessor for carrying out specific processing activities on behalf of the Customer, substantively similar 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. 

 

SCHEDULE 1: DESCRIPTION OF THE PROCESSING 

1 CATEGORIES AND TYPES OF PERSONAL DATA

1.1 In order to provide good quality service, Hamina Wireless will process following user information: user name, user email address, country, phone number, company name, nature of use of the Services and any data processed by a user in the Services (for example design of networks for own use, design of networks as a service).

2 DURATION OF THE PROCESSING

2.1 Personal data is 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.

3 SUBPROCESSORS 

Microsoft Operations Ireland Limited