v. 3.0
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HIAB HiConnect™ Terms & Conditions

The agreement based on these Hiab HiConnect Terms & Conditions (the “Agreement”) shall govern the Customer’s and Customer’s User’s use of Hiab HiConnect service (“HiConnect”). These Hiab HiConnect Terms & Conditions shall apply as a supplement to and shall form an integral part of the Agreement and any other general terms and conditions or terms and conditions of purchase of the Customer are expressly rejected. These Hiab HiConnect Terms & Conditions shall also apply to any further purchases concluded under the Agreement.

This Agreement is made between the Customer and the Hiab entity entering into the Agreement with the Customer. The Services covered by these terms and conditions may be provided by any of Hiab’s Affiliates.

The Agreement is effective upon Customer’s acceptance of these Hiab HiConnect Terms & Conditions during registration of Customer’s corporate account or, in case of signed agreement to which these Hiab HiConnect Terms & Conditions are attached to, upon entry into force of that agreement.

The Customer and Hiab each a “Party” and jointly the “Parties”.

1 DEFINITIONS

1.1

“Affiliate” shall mean any legal entity, which is directly or indirectly owned or controlled by a Party or directly or indirectly owning or controlling a Party or under the same direct or indirect ownership or control as a Party for so long as such ownership or control lasts.

1.2

“Customer” shall mean the person, firm or company to whom Hiab agrees to provide the Services under the Agreement.

1.3

”Customer Content” means all visual, written or other form of information or material, which are uploaded to, or entered into the Service by the Customer and/or the Users, if any.

1.4

“Data Protection Regulations” means the European General Data Protection Regulation (Regulation (EU) 2016/679) and the data protection laws under the governing law of the Agreement applicable to the processing of personal data from time to time.

1.5

“Hiab” shall mean the legal entity of Cargotec Corporation that has entered into the Agreement with the Customer.

1.6

“Hiab Content” means all visual, written or other form of data, information or material, which are uploaded to, transferred through, processed, developed, entered into, or otherwise aggregated in the process of providing the Service by or on behalf of Hiab as well as all content within the Service except the Customer Content.

1.7

“Personal Data” means data which has the capability of identification an individual person, as further defined under the Data Protection Regulations.

1.8

”Service” means Hiab HiConnect TM Dashboard and related features and functionalities offered to the Customer through the Service.

1.9

“Software” means any applications, plugins and other forms of software (including third party software) and any improvements, updates and upgrades thereto or versions thereof that are provided by (or on behalf of) Hiab to Customer and which the Customer may use in order to access and use the Service.

1.10

”User(s)” means the individual who upon request and/or approval of the Customer registers a user account and gains access to the Service provisioned by Hiab.

2 RIGHT TO USE AND ACCESS THE SERVICE

2.1

Hiab hereby grants to the Customer a non-transferable, non-exclusive, non-sublicensable limited right and license to allow its designated Users to access and use the Service.

3 FREE TRIAL

3.1

In case the Parties have agreed a free trial, during which Hiab may make the Service available to Customer free of charge, then the availability of the Services may be terminated at any time by Hiab. During the free trial the Service is provided “as is” without any warranties.

3.2

In case of an agreed free trial period, the Customer shall at any point during the agreed free trial period to terminate this Agreement for convenience.

4 CONTENT OF THE SERVICE; CHANGES TO THE SERVICE

4.1

The content of the Services is described in the service description made available to the Customer by Hiab. As a part of the Service, the Customer may receive recommendations for action from Hiab (for example reminders or recommendations for upcoming repairs and maintenance work), which the Customer should follow. However, the Customer decides, and is ultimately responsible for, whether such recommendations are followed, whether the equipment is to be repaired or whether maintenance work is to be done following the reminder or recommendation by the Service. For the avoidance of doubt, no repair or maintenance work is included in this Agreement, which are always subject to separate agreement.

4.2

Use of the Services requires the Customer’s equipment to be fitted with the appropriate connectivity device and hardware and that the connectivity device and hardware is activated correctly. Hiab offers such connectivity device and hardware that is suitable for the use of Services. Such connectivity device and hardware is offered independently of this Agreement and may be offered pre-installed in the Customer’s equipment (in case of new equipment purchase and subject to availability) or as a retrofit (through Hiab or its authorized service partners or dealers). Any and all warranties, if any, related to the connectivity device and hardware shall be subject to Hiab’s standard warranty terms and conditions. The connectivity device and hardware has an integrated SIM card. The SIM card is the property of Hiab and may only be used for the Services.

4.3

Hiab is continuously monitoring and striving to develop and improve the Service. Accordingly, Hiab reserves the right to effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Service, which in Hiab’s reasonable opinion does not decrease the overall performance, usability and functionality of the Service, at any time without prior notice (together “Minor Changes”).

4.4

In case Hiab anticipates to implement any changes which in Hiab’s reasonable discretion are not deemed Minor Changes to the Service, such changes shall be notified reasonably in advance to the Customer in writing prior to implementing any such changes. If the change has a material adverse impact on Customer’s ability to use the Service in accordance with this Agreement and Customer does not agree to the change, Customer must so terminate this Agreement by notifying Hiab within one (1) month after receiving notice of the change by giving one (1) months written notice to the end of a month.

4.5

Hiab also has the right to temporarily suspend the provisioning of the Service where this is necessary for ensuring continuity of the service, including without limitation technical modifications, general installation, modifications or maintenance work of the technical environment, or where laws, orders, guidelines or statements of the authorities require for such actions. Hiab further has the right to restrict traffic volume in the communication network, disconnect the connection, and take any other necessary action required to secure network traffic, data security, or availability. The provision of the Services may also be subject to restrictions and inaccuracies that are beyond the control of Hiab, for which Hiab cannot be held liable. This applies to, but is not limited to, the availability of mobile communication, network and internet access services provided by third parties. Other negative circumstances, such as network overload, may also impede the use of the Services. Hiab endeavors to ensure that any such suspension or disruption does not continue for an unnecessarily long time and that the detriments resulting from it remain to a minimum. Where feasible, Hiab shall notify the Customer in writing about any such suspensions as soon as reasonably possible. Said suspension or restriction is not considered to constitute a defect in the supply of the Services and the Customer is not entitled to any refunds or other compensation.

4.6

The Customer shall as soon as possible report to Hiab; (i) the loss or return or resell of the equipment (including information of the subsequent owner), which is subject to the Service or if such equipment is completely written off or permanently taken out of service, (ii) the loss or return of the SIM card, (iii) any noticed faults, problems or errors in the Services and/or connectivity device or hardware. Customer also agrees to inform the subsequent owner that the equipment is equipped with connectivity device, which is connected to internet for data transmission purposes.

5 FEES AND INVOICING

5.1

Except for when the Service has been agreed to be offered for free, Customer shall pay Hiab the fees for the Service agreed by the Parties in the Agreement. Unless otherwise agreed, the term of payment of all fees shall be fourteen (14) days from the date of Hiab’s invoice. Value added tax (if any) shall be added to the fees pursuant to the legislation in force from time to time.

5.2

All fees and prices are exclusive of any taxes or duties or other charges or levies of any nature whatsoever on the Services under the laws of the country of destination, which shall be paid directly by the Customer. In case Hiab is obliged to pay or collect any such taxes, duties or charges, such amounts shall be paid by the Customer in addition to the fees.

5.3

As of the first date any fees owed by Customer are overdue, Hiab may suspend Customer’s access to the Service until all overdue fees have been paid. Delay interest shall be eight (8) percentage points above the rate of the main refinancing facility of the European Central Bank in force on the due date of payment, calculated from the due date until the date of actual payment. Such late payment penalties will be automatically due without prior notice.

5.4

To the extent permissible by applicable law, any delay in payment leads to an obligation for the debtor to pay a forty (40) Euros fixed charge (or the same amount in the agreed currency calculated in accordance with the official exchange rate at the date of the invoice) to cover debt collection costs in addition to the late-payment penalties. A supplementary indemnity may be claimed by Hiab, upon presentation of supporting documents, when the collection costs are higher than forty (40) Euros (or the same amount in the agreed currency calculated in accordance with the official exchange rate at the date of the invoice).

5.5

The fees may be reviewed by Hiab once in every twelve (12) months. In the event that the fees are raised, the Customer may terminate the Agreement within one (1) month of receiving the new fees or notification of the changes (which may be in the form of an invoice), with effect from the date when the raise comes into force. Hiab shall notify the Customer of the new fees, the date when the new fees come into force and of the Customer’s right to terminate the Agreement. If the Customer wishes to continue the Agreement, it does not need to do anything. The Agreement will then continue in force at the new fee.

6 PARTIES’ OBLIGATIONS ON SECURITY, PASSWORD, ETC.

6.1

The Customer shall be responsible for its Users’ activities within and conducted through use of the Service and maintaining the security of the user accounts. The Customer shall inform all Users about their obligations under this Agreement and, in particular, about the conditions for accessing and using the Service.

6.2

In order to access the Services and/or create an account within the Services, the Customer needs to create an account and select a password and/or provide Hiab with certain limited personal information of the User(s), which may include User(s) and/or Customer name and e-mail address. Customer agrees to supply Hiab with accurate, complete, and updated information. The following rules govern the creation and use of the account: (i) a single User must not have more than one account at any given time, and must not create an account using a false identity or information, or on behalf of someone other than himself; (ii) the User must not sublicense, rent, lease, sell, trade, gift or otherwise transfer his/her account to anyone without Hiab’s written permission; any such transfer or attempted transfer is prohibited and void; and (iii) the User and the Customer will not, under any circumstances try to get login information or access an account belonging to other users and/or customers.

6.3

The Customer agrees that it will not, under any circumstances: (i) use the Services, intentionally or unintentionally, in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation; or (ii) execute, assist, encourage, or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Service, or other attempts to disrupt the Services or any other person’s use or enjoyment of the Services; (iii) try to gain unauthorized access to the Services, accounts registered to others or to any computer or server used to offer or support the Services or any HiConnect environment or networks connected to the Services by any means other than the user interface provided by Hiab; (iv) use, facilitate, create, or maintain any unauthorized connection to the Services, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate any part of the Services; or (2) any connection using programs, tools, or software not expressly approved by Hiab; (v) use any unauthorized third party or other software that accesses, intercepts, ”mines”, or otherwise collects information from or through the Services or that is in transit from or to the Services, including, without limitation, any software that reads areas of RAM or streams of network traffic used by the Services to store information about the Services. Hiab may, at its sole and absolute discretion, allow the use of certain third party user interfaces; (vi) intercept, examine or otherwise observe any proprietary communications protocol used by a client, a server, or the Services, whether through the use of a network analyzer, packet sniffer or any other tools; (vii) make any automated use of the Services, or take any action that imposes or may impose (in Hiab’s sole discretion) an unreasonable or disproportionately large load on the Services’ infrastructure, or (viii) bypass any robot exclusion headers or other measures Hiab employs to restrict access to the Services or use any software, technology, or device to send content or messages, scrape, spider, or crawl the Services, or harvest or manipulate data; (ix) interfere or try to interfere with the proper functioning of the Services, or connect to or use the Services in any way not expressly permitted by the Agreement, including disrupting, overburdening, or assisting in or encouraging the disruption or overburdening of (1) any server; or (2) the enjoyment of the Services by any other person.

6.4

Customer agrees not to: (i) commercially exploit the Services; (ii) distribute, lease, license, sell, rent, lend, convey or otherwise transfer or assign Services (including any Software) or Hiab Content, any copies thereof without the express prior written consent of Hiab or as set forth in this Agreement; (iii) to the extent not provided otherwise by applicable mandatory law, reverse engineer, decompile, disassemble, translate, prepare derivative works based on or otherwise modify Service (including Software), in whole or in part; (iv) remove, obscure or modify any copyright, trademark or other proprietary rights notices, marks or labels contained on or within the Service or the Software, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material; (v) scrape, build databases or otherwise create permanent copies of Hiab Content, Software or other information within the Service, except for Customer Content; and/or (vi) transport, export or re-export (directly or indirectly) into any country forbidden to receive the Service (including Software) by any U.S., EU or UK or other economic or trade sanctions or export laws or accompanying regulations or otherwise violate such sanctions, laws or regulations, that may be amended from time to time.

6.5

Hiab has the right to prevent an individual User’s and/or Customer’s access to the Service or terminate the Agreement without a prior notice if Hiab suspects that the User is misusing the Service in a manner that constitutes a breach of the terms of the Agreement or applicable laws, without any obligation of Hiab to provide any refunds, benefits or other compensation to the Customer or any User. Hiab shall provide a written notice to the Customer without an undue delay of the reasons of why any User access has been prevented or the Agreement has been terminated.

7 WARRANTIES

7.1
Customer warrants that:
a)

it has full power and authority to enter into, and grant the rights under, this Agreement; and

b)

it will use reasonable care and skill in complying with its obligations under this Agreement.

c)

it is not subject to any U.S., EU or UK or other economic or trade sanctions or export controls or located or established in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and

d)

it is not listed on any EU, UK or U.S. Government list of prohibited or restricted parties.

7.2
HIAB warrants that:
a)

it has full power and authority to enter into, and grant the rights under, this Agreement; and

b)

it will use reasonable care and skill in complying with its obligations under this Agreement.

To the extent permissible by applicable law, Hiab hereby disclaims any conditions, warranties or other terms relating to the Services or to any other goods or services supplied by Hiab under this Agreement, unless such conditions, warranties or terms are expressly set out in this Agreement. For clarity no implied conditions, warranties or other terms apply, including any implied terms as to satisfactory quality, fitness for purpose or conformance with description.

8 INTELLECTUAL PROPERTY RIGHTS

8.1

All Customer Content shall remain the sole property of the Customer or its respective legal owner as applicable. Customer grants Hiab and its Affiliates a right to access and use the Customer Content for the purposes of this Agreement as well as for the purposes of further developing the Service and related services during and after the term of the Agreement.

8.2

All Hiab Content as well as the Service (including any and all Software) shall remain the sole property of Hiab, its Affiliates or the relevant third party rights holder. Customer shall have a restricted right to access and use Hiab Content and the Service to the extent necessary for using and accessing the Service in accordance with this Agreement.

8.3

Subject to this Agreement and its terms and conditions, Hiab hereby grants Customer a non-exclusive, non-transferable, non-sublicensable, limited right and license to use the Software for purposes of using the Service in accordance with this Agreement. The Software is being licensed to Customer and Customer hereby acknowledges that no title or ownership in the Software is being transferred or assigned and this Agreement is not to be construed as a sale of any rights in the Software.

9 CONFIDENTIALITY

9.1

Subject to Hiab’s right to use the Customer Content as set forth in Section 8.1 above, the Parties undertake to keep confidential all such material and information received from the other Party which has been classified as confidential or which should be understood as such, and the Parties undertake not to use such material or information for any purpose other than for the purposes of the Agreement between the Parties.

9.2

Subject to Hiab’s right to use the Customer Content as set forth in Section 8.1 above, upon the termination of this Agreement or when a Party no longer requires the information or material in question for the purposes of this Agreement then that Party shall immediately cease using the confidential information or material received from the other Party and shall, at the other Party’s request, return or destroy the material in question including any copies. Hiab is however entitled to store the material delivered and created in connection with the provisioning of the Service in accordance with its filing practice and taking into notice the confidentiality obligations. Furthermore, each Party shall be entitled to retain copies, as required by law or orders of the authorities.

9.3

The rights and obligations set forth in this Section 9 shall survive any termination or expiration of this Agreement between the Parties.

10 PERSONAL DATA, PRIVACY

10.1

Both Parties shall comply with their respective obligations under the Data Protection Regulations.

10.2

Hiab will, and will procure that its personnel (including its subcontractors’ personnel) who handle any Personal Data, obtain and maintain throughout the term of this Agreement all registrations and notifications that they are obliged to obtain and maintain pursuant to any Data Protection Regulation required from Hiab to provide the Service.

10.3

If and to the extent Customer Content includes any Personal Data, as defined in the Data Protection Regulations, Customer is the data controller under the Data Protection Regulations. Hiab shall process such Personal Data on behalf of the Customer for the purpose of providing the Service, and thus be considered a data processor (as defined in the Data Protection Regulations) in regards to the such Personal Data.

10.4
Customer, as a data controller, shall:
a)

to the extent deemed necessary by the Customer, give to Hiab documented instructions on the processing of Personal Data, which instructions shall comply with the Data Protection Regulations;

b)

have the right and obligation to specify the purpose of processing of Personal Data;

c)

represent that all the data subjects of the Personal Data have been provided with notices and information, as required by the Data Protection Regulations, to allow the Hiab to perform the processing contemplated hereunder;

d)

represent that if the Customer represents its Affiliates or third parties under this Agreement, it has the legal grounds to enter into this Agreement with Hiab and allow Hiab to process the Personal Data according to the terms of this Agreement; and

e)

confirm that; (i) the processing stipulated under this Agreement meets the Customer’s requirements including, but not limited to, with regard to intended security measures, and (ii) it has provided Hiab with information in order for Hiab to perform the processing in compliance with the Data Protection Regulations.

10.5
When operating in the capacity of a data processor, Hiab shall (and to the best of its ability shall ensure that any relevant subprocessor shall):
a)

process Customer’s Personal Data in accordance with Customer’s documented and reasonable instructions as communicated by the Customer in advance;

b)

take appropriate technical and organisational measures to safeguard against unauthorised and unlawful processing of the Personal Data (as defined in the Data Protection Regulations) and against accidental loss, alteration or destruction of, or damage to the Personal Data;

c)

not transfer (including open access to) any Personal Data to any other third parties outside the borders of European Union and European Economic Area unless adequacy of the protection of the Personal Data in accordance with the Data Protection Regulations have first been ensured;

d)

assists the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the European General Data Protection Regulation taking into account the nature of processing and the information available to Hiab;

e)

at the choice of Customer, delete or return all Customer Personal Data to Customer after the end of the provision of services relating to processing, and deletes existing copies unless Union or Member State law requires storage of the Personal Data;

f)

make available to Customer all information necessary to reasonably demonstrate compliance with the obligations the Data Protection Regulations directly applicable to a data processor and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.

Hiab shall have the right to invoice any costs and expenses resulting from assisting the Customer under items 10.5 (d)-(f) above.

10.6

Customer consents to Hiab subcontracting the processing of Customer’s Personal Data to subprocessors in accordance with this Agreement

10.7

If the European Commission’s standard contractual clauses (“SCC”) for transfer of Personal Data outside the European Union or European Economic Area have been entered into between Customer and Hiab or the relevant Hiab’s subprocessor, Customer (or, if applicable, an authorized Customer Affiliate): (a) consents to Hiab subcontracting the processing of Customer Personal Data in accordance with the terms of the SCC; and (b) acknowledges that this constitutes the prior written consent of Customer (or the applicable authorized Customer Affiliate) for the purpose of clause 11(1) of the SCC.

10.8

For the avoidance of doubt, Sections 10.3 to 10.6 shall apply only where Hiab operates in the role of a data processor and Personal Data is processed. Where possible and feasible, Hiab strives to render any Customer Data anonymized and, thus, not Personal Data.

10.9

Statistical Data. Without limiting the confidentiality rights and Intellectual Property Rights protections set forth in the Agreement, during and following expiry of the Agreement, Hiab and its Affiliates have the perpetual right to use any and all information and data gathered through or derived from the operation of Service, including but not limited to, information concerning efficiency, availability, downtime, operation, operating environment, movement, condition, logon, location and similar information (“Statistical Data”), and nothing herein shall be construed as prohibiting Hiab or its Affiliates from utilizing the Statistical Data for business and/or operating purposes, provided that Hiab does not share with any third party (other than Hiab’s Affiliates and subcontractors and service providers) Statistical Data which reveals the identity of Customer, Customer’s User’s, or Customer’s confidential information. For the sake of clarity, in case Statistical Data contains any Personal Data, Hiab processes Statistical Data in the role of data controller when deciding the purposes for which, and the means by which, such Personal Data is processed. More information on how Hiab processes personal data as a data controller, including information on how long and for what purposes Hiab processes personal data, is available on https://www.Hiab.com/en/pages/privacy-policy.

11 FORCE MAJEURE

11.1

Neither Party shall be liable for delays or damages resulting from an obstacle outside the sphere of influence of the Party or its subcontractors, and which cannot reasonably have been taken into account by the Party at the time of concluding this Agreement, and the consequences of which the Party could not reasonably have been expected to avoid or overcome. A strike, lockout, boycott or other industrial action shall be regarded as constituting force majeure event even when the Party itself constitutes its target or is a Party to it.

11.2

The Party shall immediately notify the other Party both of the event of force majeure itself, as well as the cessation thereof.

12 TERM AND TERMINATION

12.1

Unless otherwise agreed between the Parties in writing, this Agreement shall enter into force on the date of signing and shall stay in force for a period of twelve (12) months and will continue to remain in force for consecutive twelve (12) month periods unless terminated in accordance with this Agreement.

12.2

Customer may terminate this Agreement with a three (3) months prior written notice to Hiab.

12.3

If the equipment, which is/are subject to the Service is (i) permanently taken out of service, (ii) sold, or (iii) completely written off or otherwise lost (including theft), the Customer may terminate this Agreement for such part by giving one (1) month’s notice, stating the grounds for the termination and identifying the equipment subject to termination. In case of resell of all Customer equipment, this Agreement shall automatically expire with one (1) month termination period after Hiab has been informed of such resell in accordance with Section 4.6 above. In case of resell of any or all Customer’s equipment, notwithstanding the termination period, Hiab will disconnect the Customer’s access and visibility to the connected equipment through the Service.

12.4

Each Party may terminate this Agreement for cause with immediate effect if the other Party (i) essentially breaches the terms of this Agreement (which includes, without limitation, non-payment of the service fees by the Customer) and is not able to rectify the breach within thirty (30) days from the receipt of written notification thereof of the other Party or (ii) is declared bankrupt or placed into liquidation or otherwise suspends its payments, except that suspension of payments or Service in case of a contested payment obligation or other disputes shall not entitle either Party to terminate for cause, as aforesaid.

12.5

Hiab reserves the right to discontinue the offering or providing the Services or portion thereof at any time by giving a reasonable prior notice to the Customer. In such event, Hiab shall have no liability other than to make a prorated refund to Customer in accordance with Section 12.6.

12.6

Upon termination of the Agreement by the Customer, Hiab shall refund the Customer (on a pro rata basis) any prepaid fees covering the remainder of the term of Service after the effective date of termination. The termination by either Party of this Agreement shall not affect Hiab’ right to charge all fees and other payments that were originated prior to the date of termination of this Agreement for the Service provided in accordance with the terms and conditions of this Agreement.

12.7

To the extent not provided otherwise by applicable mandatory law, Hiab shall not be obliged to remove, erase or transfer any Customer Content unless otherwise agreed by the parties against a separate fee.

13 LIABILITIES AND LIMITATIONS OF LIABILITIES

13.1

Notwithstanding Hiab’s warranties under Section 7 above or elsewhere in this Agreement, Hiab does not warrant that the Service runs without interruption or remains error-free. Hiab shall not be responsible for the usability and compatibility of the equipment or software used by the Users with the Service.

13.2

Hiab’s aggregate total liability towards the Customer arising out of or in connection with this Agreement shall be limited to the Service’s calculatory monthly fee multiplied by twelve (12).

13.3

Hiab shall not be liable under this Agreement (whether in contract, tort (including negligence) or otherwise) for any indirect or consequential damages such as but not limited to (whether or not such losses were within the contemplation of the Parties at the date of this Agreement): loss of actual or anticipated profits (including loss of profits on contracts); loss of anticipated savings; loss of business opportunity; loss of data; loss of reputation or damage to goodwill; and other special, indirect or consequential losses. Furthermore, the Customer acknowledges that the Customer shall bear the risk of commercial realization of the Service and the benefits achieved from using the Service and the Customer shall therefore bear all risks for the information used by or obtained from the Service.

13.4

The limitations of liability shall not apply to liability caused by or arising from willful misconduct or gross negligence; or death or personal injury. Some states or countries do not allow the exclusion of certain warranties or the limitations/exclusions of liability described above. In such case, (some of) these limitations/exclusions may not apply to a Customer who resides in one of those states or countries, but otherwise they are in effect to the maximum extent allowed by applicable laws.

14 OTHER TERMS AND CONDITIONS

14.1

In addition to changes to the Service as set forth in Sections 4.3 and 4.4 above, these Hiab HiConnect Terms & Conditions, and any Hiab privacy or security policies, may be updated from time to time by Hiab. Hiab will use reasonable efforts to notify the Customer of such updates, as well as any other important announcements regarding the operation of the Services in accordance with Section 14.2 below.

14.2

Any notifications under this Agreement may be provided by Hiab in its discretion through the HiConnect and/or Services website. In case a notification is posted only through the HiConnect and/or Services website (and not for example directly to the Customer via email), the notice shall be deemed received by the Customer, at the latest, after thirty (30) calendar days from the posting of the notification by Hiab.

14.3

In case any provision or any part of a provision of the Agreement or these Hiab HiConnect Terms & Conditions is held invalid or unenforceable, the validity of the remaining provisions of the Agreement shall not be affected thereby and each remaining provision or part thereof will be valid and enforceable to full extent permitted by law. Where any provision is held invalid or unenforceable, the Parties endeavor to negotiate in good faith to agree a replacement provision that to the greatest extent possible, achieves the intended commercial result of the original provision.

14.4

Any failure of either Party to enforce, at any time or for any period of time, any of the provisions of the Agreement shall not be construed as a waiver of such provisions or of the right of the Party thereafter to enforce each and every such provision.

14.5

Neither Party is entitled to assign the agreement between the Parties without the other Party’s written consent. Regardless of the above, Hiab has the right to assign this Agreement to a company belonging to the same group of companies or in connection with a transfer of its business by notifying the other Party of this in writing.

14.6

Hiab shall have the right to use as reference the information on Hiab delivering services to the Customer without a permission of the Customer.

14.7

In case of discrepancies between the English and any translated versions of the Agreement and/or these Hiab HiConnect Terms & Conditions, the English version(s) shall always prevail.

15 APPLICABLE LAW AND SETTLEMENT OF DISPUTES

15.1

This Agreement shall be governed by the laws of Finland.

15.2

Any disputes arising out of the interpretation or the fulfillment of the agreement shall be attempted to be settled by negotiation. If the Parties do not reach a consensus by the way of negotiation, the dispute shall be settled by arbitration procedure in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland and unless otherwise agreed between the Parties, the language of the arbitration shall be English. The Parties agree not to disclose any material received during the arbitration procedure, arbitration procedure and arbitration award.

15.3

Any collection by Hiab of overdue payments related to the Agreement may, at Hiab’s sole discretion, be resolved by a court of competent jurisdiction.