Terms of use | HeiCloud APAC

LAST UPDATED: October 2022

Welcome to "HeiCloud", the web platform of Heinemann Asia Pacific Pte. Ltd. (hereinafter "Heinemann", "we", "our" or "us") offering various features (as defined hereinafter and amended from time to time) to Heinemann's business partner (hereinafter "Client" and together with Heinemann the "Parties") and its personnel.

Client and Heinemann agreed on the supply of certain goods (hereinafter the "Products") by Heinemann to Client. Accordingly, Client and Heinemann entered into a supply agreement (hereinafter "Supply Agreement" and the Parties communication regarding or relating to the Supply Agreement the "Business Relationship").

By accessing Heicloud, you warrant that the Client has appointed you as an authorised person to access and use HeiCloud.

Please carefully read the following terms and conditions of use (together the "Terms of Use") governing your use of HeiCloud, including your registration, access, browsing and/or use of any (current and future) features.

APPLICATION OF TERMS
BY REGISTERING, ACCESSING AND USING HEICLOUD, YOU SIGNIFY YOUR UNDERSTANDING AND AGREEMENT TO BE BOUND BY THESE TERMS OF USE AND OUR PRIVACY POLICY AND ANY OTHER DOCUMENTS OR HYPERLINKS INCORPORATED HEREIN BY REFERENCE.
1. Your registration, access and use of HeiCloud is subject to these legally binding Terms of Use and constitutes your agreement to be bound by and to act in accordance with these Terms of Use. If you do not agree to be bound by these Terms of Use, please refrain from registering, accessing and using HeiCloud.
2. Heinemann may update and add further provisions to these Terms of Use (i) to reflect changes in the Content, such as evolving new or removing outdated features, (ii) for legal regulatory, or security reasons or (iii) to prevent abuse or harm. Heinemann will notify you of changes to these Terms of Use. This updated Terms of Use become binding subject to the conditions mentioned in Section 1.3.
3. The changes to the Terms of Use are deemed to be accepted by you if there is no objection received from you within 6 weeks from receipt of this information through an email sent by you to the address referred to under Section 12 or any other address named by Heinemann in the notification. In the event of an accurate objection, the amended Terms of Use will not come into force. Termination rights (see Section 9) remain unaffected.
REGISTRATION ON HEICLOUD
1. You are enabled to register a personal account on HeiCloud by an invitation email containing an initial link to HeiCloud to register by creating a password. By registering an account on HeiCloud, you agree and accept to be bound by these Terms of Use. When creating an account, you warrant that any information you provide is true, accurate and complete in all respects. If you join HeiCloud as an Administrator please also note the additional terms for Administrators according to Section 7.
2. As long as you are registered on HeiCloud, Heinemann will store personal data required to run your profile, such as first and last name, e-mail address and password. For information about data protection, please see Heinemann's data protection statement at https://www.heinemann.com.sg/hap/en/privacy.
3. Upon registering an account, you are authorised to use HeiCloud, however, this authorisation is personal to you and non-transferable. You are responsible for the confidentiality of your log-in credentials through maintaining a secure and unique password and you should not disclose your log-in credentials to anyone else. You should also undertake all reasonable measures to prevent an abuse of your personal access to HeiCloud. Should your log-in credentials be compromised or if you suspect any unauthorised access or abuse of your HeiCloud account, you are obliged to inform Heinemann Support without undue delay. If you disclose your log-in credentials to someone else, you are deemed to have authorised that person to act on your behalf and you will be responsible for any use whatsoever of HeiCloud by that person.
HEICLOUD, CONTENT
1. HeiCloud is Heinemann's business-to-business web platform. HeiCloud is supposed to serve as information and communication platform through which information, materials and documents can be made available, whereby some features will only be made available in future and subject to further assessment by Heinemann.
2. To use HeiCloud, Members are required to register a profile and login with their individual account in accordance with Section 2.
3. Heinemann provides two different types of profiles for HeiCloud:
  1. "User Profile", a profile which grants its user (hereinafter "User") access to Content on HeiCloud as determined by an Administrator (e.g. access to Assortment and Order History with regard to all or only certain Customer(s)).
  2. "Administrator Profile", a profile which grants a User (hereinafter "Administrator", Users and Administrators are jointly referred to as "Member") access to the entire Content on HeiCloud provided to Client. The Administrator is able to create, disable and delete User Profiles as well as create further Administrator Profiles.
4. On HeiCloud, Members may be enabled by Heinemann, now and in future, at Heinemann's sole discretion, to use the features on HeiCloud (hereinafter each and together the "Content"), each shown, as the case may be, for Client's whole business under the Supply Agreement or divided by Client's respective shop, branch and/or affiliate (hereinafter each and together "Customer(s)"). Content comprises:
  1. "Assortment": non-binding overview of current assortment (offer, new listing and delisting), including price and product information.
    Every Member may download price and product Information in the Excel or a comparable standard format.
    1. "Order": features that enable User to (i) download the latest Order Template, (ii) to place new orders for Products via HeiCloud on behalf of Client and (iii) to access Client’s Order History. In detail:
      1. "Order Template": latest order form in Excel format provided to Members by Heinemann on HeiCloud for download or in other ways.
      2. "Place New Order": possibility to place order for Products on behalf and account of Client and/or Customer by
        • filling in all product and delivery information required by Order Template. All quantity specifications indicated on the Order Template need to be based on packaging units (e.g. pieces) specified for Customer, a request for a shipping date can be given by the Customer. Acceptance of the requested shipping date must be confirmed by Heinemann and is not binding until confirmation of Heinemann. Should no shipping date be requested, Heinemann will enter the order with the date of order and will load it on the next possible departure;
        • uploading a completed Order Template to HeiCloud; and
        • completing the order process by clicking the “Place Order” button. Only by clicking the “Place Order” button Member places a legally binding order for Products on behalf of Client and/or Customer via HeiCloud (hereinafter “Online Order”). At any time before clicking the “Place Order” button Member can delete an uploaded Order Template by clicking the recycle bin icon and re-upload a modified or new Order Template as well as cancel the order process by choosing the “Cancel” button.
        Uploaded Order Templates will be automatically reduced by positions that are described incorrect and/or incomplete (“Incomplete Data”). Incomplete Data are not part of the Online Order. If and as far as this is the case an automatic error message is generated.
    2. "Order History": non-binding information on the status of Customers' latest orders (e.g. order date; order number, total value).
  2. "Service Request": feature to enable User to get in contact with Heinemann, including but not limited to following topics and depending on the following status overview:
    1. "Delivery time": possibility to place requests regarding loading appointments, pick-up appointments or questions regarding ordered goods.
    2. "Change requests": User can place requests regarding existing order, e.g. addition orders, re-orders or cancellation.
    3. "Additional order information": feature to place additional information, e.g. priorities to a placed order.
    4. "HeiCloud support": topic is selected for questions in terms of functionalities, technical requirements or problems related to HeiCloud.
    5. "Claim": user can place claims regarding article issue, transport issues and invoice issues.
    6. The status “new“ indicates that a new service request has been placed by a User. Status “in process” indicates as soon as the first steps are taken to solve the request by Heinemann. “Action requires” indicates, that Heinemann requires additional information from User to proceed with the solution of request. The request changes to the status “solution provided” when a solution for the request has been provided by Heinemann. Status “closed” indicates that when a solution has been provided and no further feedback has been received from User. The service request is either closed manually by Heinemann or automatically by the system after a period of 30 days.
  3. "Media Download": Feature to download Media (e.g. pictures, visuals or documents). The provision of any Media by Gebr. Heinemann to the Client confers no right to the Client to use such Media. Exceptions to this must be based on individual agreements between the Parties. Preview images are for display purposes only and may not be copied, downloaded or used in any other way by the Client. The Client undertakes to use the Media made available for download via the HeiCloud only within the framework and scope of the separate agreement and agrees not to disclose the Media in any way to third parties and to immediately terminate the use and publication of the media upon Gebr. Heinemann's request. If the Client is uncertain about its rights of use, the Client must contact its Gebr. Heinemann contact person at any time for clarification.
  4. "Future Content": Heinemann's may release more or other features and services as Content on HeiCloud, subject to further development of HeiCloud at its sole discretion.
5. Any use of HeiCloud takes place at your own risk. Content (as defined above), particularly product and pricing information, is intended as general information and is provided ‘as is’ without warranties, express, implied or otherwise however arising. Heinemann does not warrant that any of the Content is accurate, complete, up-to-date and/or non-infringing. Any materials and information posted or otherwise made available on HeiCloud are not intended to amount to advice on which reliance should be placed.
6. Heinemann takes reasonable steps to ensure the accuracy of the Content. However, Heinemann takes no responsibility for errors or omissions in the Content and does not guarantee the accuracy, completeness or timeliness of Content provided on HeiCloud. Content provided on HeiCloud is subject to change at any time without notice. We therefore exclude all liability and responsibility arising from any reliance placed on such materials or information by you, or by anyone who may be informed of any of its contents, and you acknowledge that any such statement or information shall be at your own risk.
7. We are the owner or the licensee of the copyright and all other Intellectual Property Rights subsisting in HeiCloud and its Contents. Nothing herein or otherwise shall be construed as an assignment or transfer of our rights in the Intellectual Property Rights subsisting in HeiCloud and its Contents. All our rights are fully and expressly reserved.
8. For the avoidance of doubt, "Intellectual Property Rights" mean any copyright, rights in software, rights in databases, patents and rights in inventions, trade marks, rights in domain names, designs, know-how, trade secrets and other rights in confidential information, in each case whether registered or unregistered including applications for registration and the right to apply for registration for any of the rights listed above that are capable of being registered anywhere in the world, and all other rights having equivalent or similar effect anywhere in the world.
ADDITIONAL PROVISIONS FOR ONLINE ORDER VIA HEICLOUD
1. Every Member can access every Online Order at any time via Order History.
2. Immediately after receipt of an Online Order, Heinemann will confirm the receipt of this Online Order by an automated message listing the Products successfully ordered which merely documents that Heinemann has received the Online Order and is for information purposes only (“Electronic Receipt”). The Electronic Receipt is shown in the Order History.
3. Unless otherwise agreed between the Parties Online Orders are performed solely in English.
4. Online Orders are subject to the relevant Supply Agreement unless otherwise agreed between the Parties.
AVAILABILITY
Heinemann is constantly changing and improving features on HeiCloud. As such, maintenance work, updates or technical failures and errors may result in HeiCloud or any part of HeiCloud to be temporarily or permanently unavailable. Heinemann also reserves the right to close HeiCloud at any time at its own discretion. We will not be liable to you or any third party if for any reason HeiCloud is unavailable at any time or for any period. Any communication from possible closure of the HeiCloud platform shall take place via communication channels known from the Business Relationship. In case you have problems accessing and using HeiCloud, please contact Heinemann’s support as seen in Section 12 of this Terms of Use.
USE OF HEICLOUD
With your registration or access to HeiCloud you agree to
1. use HeiCloud (and the Content) only for Client's (internal) purposes in connection with the Business Relationship and ensure that your use of HeiCloud will not breach any applicable law, regulation or code of practice;
2. keep Content strictly confidential, except for information provided on HeiCloud that
  1. is or becomes in the public domain or generally available at the time Client was provided with such information on HeiCloud (except by reason of any breach of these Terms of Use);
  2. was already legitimately in the possession of Client at the date of your registration to HeiCloud is entered into; or
  3. you are required by mandatory law or an enforceable decision of any court, arbitration or governmental authority to disclose. In this case please inform Heinemann without undue delay of type and scope of the disclosure.
    
    Except as provided in this Section 6.2, the confidentiality obligations under the Supply Agreement remain unaffected.
3. refrain from granting access to HeiCloud or disclose Content to any third party, that is not authorized to access HeiCloud.
4. disclose Content only to persons within Client who are in charge of the respective Customer(s).
5. notify Heinemann without undue delay after becoming aware of an actual or imminent unauthorized use of HeiCloud or an actual or imminent unauthorized disclosure of Content as well as take all reasonable measures in order to prevent or terminate any such use or any such disclosure, if necessary with assistance of Heinemann.
6. Not misuse the HeiCloud platform by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.
ADDITIONAL PROVISIONS FOR ADMINISTRATORS
1. Each Administrator can create further Administrator Profiles as well as User Profiles (hereinafter together "Profiles"). Each Administrator undertakes to monitor and manage the User Profiles created by it.
2. When creating, monitoring and managing Profiles, each Administrator undertakes to protect Heinemann’s interests by applying reasonable and appropriate diligence. Such measures undertaken include but is not limited to the following measures:
  1. At the time of appointment of another Administrator or User, the Administrator undertakes to carefully verify the other Administrator's or Users affiliation with Client, their abilities to use HeiCloud (including sufficient comprehension of the English language) as well as an employment position with the respective Customer(s) as well as trustworthiness regarding the use of HeiCloud.
  2. When setting up a new Profile, the Administrator may only send an invitation to the new Administrator's or new User's business email address of Client or its Affiliates. Contact data may not be replaced by private email addresses on all Profiles.
  3. When setting up a new User Profile, the Administrator undertakes to apply due diligence to ensure that only the required competencies are assigned to the new User. The Administrator undertakes to repeat this check continuously repeated for existing profiles and any necessary changes shall be implemented immediately.
  4. A User Profile is to be deleted if a User asks an Administrator to do so, is no longer employed with the Client or no longer fulfils the requirements for an appointment, in particular if these Terms of Use are violated.
3. Administrator Profiles can only be deleted by Profile Deleting pursuant to Section 9.1 and provided that Client disposes of or names a remaining Administrator. If you are the last Administrator and wish to delete your Administrator Profile please contact Heinemann Support.
LIABILITY
1. Save to the extent otherwise provided under applicable law, HeiCloud is provided “as is”, “as available” without warranty of any kind, either express or implied, including, without limitation, any warranties for uptime or uninterrupted access, merchantable quality, fitness for a particular purpose, non-infringement of third-party rights, security and freedom from viruses or malware.
2. You agree that in no event shall Heinemann, its affiliates and their respective officers, directors, managers, partners, members, shareholders, employees and agents be liable, to you or any party, whether in contract, tort (including negligence) or otherwise, but excluding fraud or fraudulent misrepresentation, for damages (including direct, indirect, incidental, consequential, special, punitive, exemplary and aggravated damages and damages for loss of use, profits or revenue) or any other remedy relating to the access, use (or inability to use) or availability of HeiCloud, its Contents or Products, irrespective of whether Heinemann has been advised of the possibility of such damages or issues.
3. Notwithstanding the foregoing, we do not in any way exclude or limit our liability for:
  1. death or personal injury caused by our negligence;
  2. fraud or fraudulent misrepresentation;
  3. any other matter for which we are not permitted by law to limit or exclude, or attempt to limit or exclude, our liability.
4. You agree to indemnify, defend and hold Heinemann and its affiliates harmless against any and all liabilities, losses, damages, suits, claims, demands, costs (including court costs and legal fees), fines and actions of any kind or nature whatsoever for which they may become liable, or which they may suffer as a result of your misuse of HeiCloud and its Contents, your breach, violation or non-performance of any term or condition of these Terms of Use.
TERMINATION
1. Unless otherwise stated in these Terms of Use, an Administrator may delete another Administrator's or a User Profile and thereby end the other Administrator's or User's use of HeiCloud at any time („Profile Deleting").
2. Every User may at any time ask Heinemann to delete its profile (see contact information in Section 11).
3. Heinemann may delete your Profile or end your use of HeiCloud by good cause. A good cause shall be given, particularly but not limited to, if:
  1. You objected to an amendment of the Terms of Use according to Section 1.2 and Heinemann has a legitimate interest not to continue operation under the former Terms of Use.
  2. These Terms of Use have been breached by either you or the Administrator creating your Profile;
  3. Heinemann decides at its sole discretion to close HeiCloud;
  4. Heinemann or Client have terminated the Supply Agreement or the Business Relationship has ended in other ways.
GOVERNING LAW; JURISDICTION
1. These Terms of Use and any documents referred to in them and any dispute or claim arising out of or in connection with them or their subject matter or formation shall be governed by and construed in accordance with the laws of Singapore.
2. The courts of Singapore will have exclusive jurisdiction over any dispute or claim arising out of or in connection with use of HeiCloud or these Terms of Use.
NO WAIVER
The failure on the part of Heinemann to enforce any part of these Terms of Use shall not constitute a waiver of any of Heinemann's rights hereunder for past or future actions.
HEINEMANN SUPPORT
If you have any queries or need to give notice in accordance with these Terms of Use, please contact our Heinemann support at: : HAP_Sales_Support@heinemann.com.sg.
Heinemann is entitled to update this contact information any time.
THIRD PARTY RIGHTS
Nothing in these Terms of Use is intended to grant to any third party any right to enforce any term of these Terms of Use or to confer on any third party any benefits under these Terms of Use for the purposes of the Contracts (Rights of Third Parties) Act (Cap. 53B).
MISCELLANEAOUS
1. Contract language is English.
2. If any court or competent authority finds that any provision of these Terms of Use (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of these Terms of Use shall not be affected.