1.Products/Related Services
These Terms are made with regard to:
- (a) the following connected products (the ‘Products’): SUZUKI-brand automobiles, motorcycles and outboard Motors; and
- (b) the following related services (the ‘Related Services’): related services for the Products specified in a separate agreement.
The User declares that they are either the owner of the Products and/or to receive the Related Services under a service contract.
The User commits to provide upon duly substantiated request to the Data Holder any relevant documentation to support these declarations, where necessary.
2.Data covered by these Terms
The data covered by these Terms (the ‘Data’) consists of any readily available Products Data such as fault diagnosis data as well as the Related Services Data such as the data generated in the course of providing services for the Products within the meaning of the Data Act.
The Data, which may be available to the User, are the data owned by the Data Holder or its distributors and dealers of the Products and consists of those:
- (i) acquired by diagnostic tools of the Products at the distributors and dealers;
- (ii) acquired in compliance with applicable laws and regulations such as EU battery regulation;
- (iii) acquired through the Related Services; and
- (iv) acquired through satellite navigation systems (including online type).
The details of Data will be notified to the User by the Data Holder separately.
3.Data use and sharing by the Data Holder
3.1Agreed use of the non-personal Data by the Data Holder
3.1.1The Data Holder undertakes to use the Data that are non-personal Data only for the purposes agreed with the User as follows:
- (a) performing any agreement with the User or activities related to such agreement (e.g. issuing invoices, generating and providing reports or analysis, financial projections, impact assessments, calculating staff benefit);
- (b) providing support, warranty, guarantee or similar services or to assess User’s, the Data Holder’s or third party’s claims (e.g. regarding malfunctions of the Products) related to the Products or Related Services;
- (c) monitoring and maintaining the functioning, safety and security of the Products or Related Services and ensuring quality control;
- (d) improving the functioning of any Products or Related Services offered by the Data Holder;
- (e) developing and/or conducting research into new Products or Related Services, including artificial intelligence (AI) solutions, by the Data Holder, by third parties acting on behalf of the Data Holder (i.e. where the Data Holder decides which tasks will be entrusted to such parties and benefits therefrom), in collaboration with other parties or through special purpose companies (such as joint ventures);
- (f) aggregating these Data with other data or creating derived data, for any lawful purpose, including with the aim of selling or otherwise making available such aggregated or derived data to third parties, provided such data do not allow specific data transmitted to the Data Holder from the Products to be identified or allow a third party to derive those data from the dataset; and
- (g) conducting market research, market analysis and related activities.
3.1.2The Parties agree that the Data Holder is entitled to grant other legal entities within the Suzuki group (“Suzuki Legal Entities”) the right to use non-personal Data for their own purposes as set out in clause 3.1.1 (where appropriate, by replacing “Data Holder” with “Suzuki Legal Entities”), independently of the Data Holder. The Data Holder and Suzuki Legal Entities may commission third-party vendors, suppliers, or cooperation partners to use the Data for the purposes defined in this clause 3.1, provided that the Data Holder and/or Suzuki Legal Entities contractually bind the third parties not to further share the non-personal Data received.
3.2Sharing of non-personal data with third parties and use of processing services
3.2.1The Data Holder may share with third parties the Data which is non-personal data, if:
- (a) the Data is used by the third party exclusively for the following purposes:
- i) assisting the Data Holder in achieving the purposes permitted under clause 3.1; and
- ii) achieving, in collaboration with the Data Holder or through special purpose companies, the purposes permitted under clause 3.1.
- (b) the Data Holder contractually binds the third party:
- i) not to use the Data for any purposes or in any way going beyond the use that is permissible in accordance with previous clause 3.2.1 (a); and
- ii) to apply the protective measures required under clause 3.3.1.
3.2.2The Data Holder may always use processing services, e.g. cloud computing services (including infrastructure as a service, platform as a service and software as a service), hosting services, or similar services to achieve the agreed purposes under clause 3.1. The third parties may also use such services to achieve the agreed purposes under clause 3.2.1 (a).
3.3Protection measures taken by the Data Holder
3.3.1The Data Holder undertakes to apply the protective measures for the Data that are reasonable in the circumstances, considering the state of science and technology, potential harm suffered by the User as a result of the Data loss or disclosure of the Data to unauthorised third parties and the costs associated with the protective measures.
3.3.2The Data Holder may also apply other appropriate technical protection measures to prevent unauthorised access to the Data and to ensure compliance with these Terms.
3.3.3The User agrees not to alter or remove such technical protection measures unless agreed by the Data Holder in advance and in writing.
4.Data access by the User upon request
4.1Obligation to make data available
4.1.1The Data, together with the relevant metadata necessary to interpret and use those Data, must be made accessible to the User by the Data Holder, at the request of the User or a party acting on their behalf. Whenever a third party acts on behalf of the User, such third party shall be required to provide a valid power of attorney or other appropriate written authorization evidencing their legal authority to act on the User’s behalf. The request can be made using the Form or as may be requested by other means.
4.1.2The Data Holder shall make the Data which is personal data available to the User, when the User is not the data subject, only when there is a valid legal basis for making personal data available under Article 6 of Regulation (EU) 2016/679 (‘GDPR‘) and only, where relevant, the conditions set out in Article 9 of that Regulation and of Article 5(3) of Directive 2002/58/EC (‘Directive on privacy and electronic communications‘) are met.
In that respect, when the User is not the data subject, the User must indicate to the Data Holder, in each request presented under the previous clause, the legal basis for processing under Article 6 of GDPR (and, where relevant, the applicable derogation under Article 9 of that Regulation and Article 5(3) of Directive on privacy and electronic communications) upon which the making available of personal data is requested.
4.1.3If access to the Data which is personal data is requested, and the Data Holder determines that it has not been sufficiently demonstrated that the User is either the data subject or has a valid legal basis for processing such personal data, the Data Holder may withhold sharing of the personal data with the User. In such case, the Data Holder may request additional evidence from the User to establish compliance with the terms and conditions set forth in the 4.1.2 above.
4.2Data characteristics and access arrangements
4.2.1The Data Holder must make the Data available to the User, free of charge for the User, with at least the same quality as it becomes available to the Data Holder, and in any case in a comprehensive, structured, commonly used and machine-readable format as well as the relevant metadata necessary to interpret and use those Data.
4.2.2The Data Holder may use the services of a third party (including a third-party providing Data Intermediation Services as defined by Article 2 of Regulation (EU) 2022/868 (Data Governance Act)) to allow the exercise of the User’s rights under clause 4.1 of these Terms. Such third party will not be considered a Data Recipient under the Data Act, unless they process the Data for its own business purposes.
4.2.3The User must receive access to the Data easily and securely in accordance with Article 4 of the Data Act.
4.2.4The Data Holder must provide to the User, at no additional cost, the means and information strictly necessary for accessing the Data in accordance with Article 4 of the Data Act.
4.3Warranty
4.3.1The Data Holder warrants that the Data has the quality as set forth in clause 4.2.1 above. This warranty is exclusive and in lieu of all other representations and warranties, express or implied, and the Data Holder disclaims and excludes any implied warranty of merchantability or implied warranty of fitness for a particular purpose, including, but not limited to, the purpose as specified in clause 6.1.
4.3.2The User acknowledges and accepts that the Data is provided on an “as is” basis, and the Data Holder makes no warranty, express or implied, as to accuracy, completeness, reliability, relevance or up-to-dateness of the Data, beyond the extent to which such Data is available to the Data Holder. As the Data shared with the User is basically a raw data extracted from devices of the Products without processing or verification by the Data Holder, the Data may not reflect actual status of the Products and may contain false/error data and/or a part of the Data may be missing.
4.4Duration of data sharing
4.4.1In case of one-time data sharing, the Data Holder shall make available the Data to the User by reasonable time after agreement on the sharing of the Data between the Parties separately.
4.4.2In case of continuous data sharing, the Data Holder shall start making the Data available to the User for the duration agreed between the Parties separately.
4.5Unilateral changes by the Data Holder
The Data Holder may unilaterally change the specifications of the Data characteristics or the access arrangements if this is objectively justified by the general conduct of business of the Data Holder– for example by a technical modification due to an immediate security vulnerability in the line of the Products or Related Services or a change in the Data Holder’s infrastructure.
Any change must meet the requirements of clauses 4.2.1 and 4.2.3.
The Data Holder must give reasonable advance notice of the change to the User before the change takes effect.
A shorter notice period may suffice:
- (a) where the change does not negatively affect data access and use by the User; or
- (b) where such notice would be impossible or unreasonable in the circumstances, such as where immediate changes are required because of a security vulnerability that has just been detected.
4.6Information on the User’s access
The Data Holder undertakes not to keep any information on the User’s access to the requested data beyond what is necessary for:
- (a) the sound execution of (i) the User’s access request and (ii) these Terms;
- (b) the security and maintenance of the data infrastructure; and
- (c) compliance with legal obligations on the Data Holder to keep such information.
5.Protection of trade secrets
5.1Applicability of trade secret arrangements
5.1.1The protective measures agreed on in clauses 5.2. and 5.3 of these Terms, as well as the related rights agreed in clauses 5.4, apply exclusively to Data or metadata included in the Data to be made available by the Data Holder to the User, which are protected as trade secrets (as defined in the Trade Secrets Directive (EU) 2016/943), held by the Data Holder or another Trade Secret Holder (as defined in said Directive).
5.1.2The Data Holder may, at its sole discretion, decline sharing of data protected as trade secrets (hereafter these will be referred to as ‘Identified Trade Secrets’). Notwithstanding the foregoing, if the Data Holder decides to share the Identified Trade Secrets, the data treated as the Identified Trade Secrets will be designated by the Data Holder separately.
5.1.3The Data Holder hereby declares to the User that they have all relevant authorisations and other rights from the third party Identified Trade Secrets Holder to enter into these Terms regarding the applicable Identified Trade Secrets and all of the related rights and obligations under these Terms.
5.1.4The obligations set out in clauses 5.2 and 5.3 remain in effect after any termination of these Terms, unless otherwise agreed by the parties.
5.2Protective measures taken by the User
5.2.1The User must apply the protective measures designated by the Data Holder separately (hereinafter: ‘Identified Trade Secrets U Measures’).
5.2.2If the User is permitted to make Data protected as Trade secrets available to a third party, the User must inform the Data Holder of the fact that Identified Trade Secrets have been or will be made available to a third party, specify the Data in question, and give the Data Holder the identity and contact details of the third party.
5.2.3In order to verify if and to what extent the User has implemented and is maintaining the Identified Trade Secrets U Measures, the User agrees to either, at the Data Holder’s option, (i) annually obtain, at the User’s expense, a security conformity assessment audit report from an independent third party chosen by the User, or (ii) to annually allow, at the User’s expense, a security conformity assessment audit from an independent third party chosen by the Data Holder. The results of the audit reports will be submitted to both Parties without undue delay.
5.2.4The User hereby acknowledges that the trade secrets mentioned in this clause 5 may include the trade secrets held by third-party trade secret holders other than the Data Holder, for example, its affiliates, suppliers, system vendors and other business partners. Unless otherwise agreed between the Parties, the Data that constitutes a trade secret of such third parties shall be protected in a same way as a trade secret of the Data Holder, and the User shall be liable for the loss or damages incurred by such third parties arising out of or in relation to failure of implementation and maintenance of the Identified Trade Secrets U Measures.
5.3Protective measures taken by the Data Holder
5.3.1The Data Holder may apply any appropriate technical and organisational protection measures to preserve the confidentiality of the shared and otherwise disclosed Identified Trade Secrets (hereinafter: ‘Identified Trade Secrets DH Measures’).
5.3.2The Data Holder may also add unilaterally appropriate technical and organisational protection measures, if they do not negatively affect the access and use of the Data by the User under these Terms.
5.3.3The User undertakes not to alter or remove such Identified Trade Secrets DH Measures, unless otherwise agreed by the Parties.
5.4Right to refuse, withhold or terminate
5.4.1Where the Identified Trade Secrets U Measures and the Identified Trade Secrets DH Measures do not materially suffice to adequately protect a particular Identified Trade Secret, the Data Holder may, by giving notice to the User with a detailed description of the inadequacy of the measures:
- (a) unilaterally increase the protection measures regarding the specific Identified Trade Secret in question; or
- (b) request that additional protection measures be agreed to be taken by the User.
5.4.2The Data Holder is entitled to withhold or suspend the sharing of the specific Identified Trade Secrets if:
- (a) the User fails to implement and maintain such additional technical or organisational measures;
- (b) in exceptional circumstances, the Data Holder is able to demonstrate that they are highly likely to suffer serious economic damage from disclosure of a particular Identified Trade Secret to the User despite the Identified Trade Secrets U Measures and, if applicable, the Identified Trade Secrets DH Measures having been implemented; or
- (c) the User fails to implement and maintain their Identified Trade Secrets U Measures and if this failure is duly substantiated by the Data Holder e.g. in a security audit report from an independent third party.
5.5End of production and destruction of infringing goods
Without prejudice to other remedies available to the Data Holder in accordance with these Terms or applicable law, if the User alters or removes technical protection measures applied by the Data Holder or does not maintain the technical and organisational measures taken by them in agreement with the Data Holder in accordance with clauses 5.2 and 5.3, the Data Holder may request the User:
- (a) to erase the data made available by the Data Holder or any copies thereof; and/or
- (b) end the production, offering or placing on the market or use of goods, derivative data or services produced on the basis of knowledge obtained through the Identified Trade Secrets, or the importation, export or storage of infringing goods for those purposes, and destroy any infringing goods, where there is a serious risk that the unlawful use of those data will cause significant harm to the Data Holder or the Trade Secret Holder or where such a measure would not be disproportionate in light of the interests of the Data Holder or the Trade Secret Holder; and/or
- (c) compensate a party suffering from the misuse or disclosure of such unlawfully accessed or used data.
6.Data use by the User
6.1Permissible use and sharing of data
The User may use the Data made available by the Data Holder upon their request for any lawful purpose and/or share the Data freely subject to the limitations below.
6.2Unauthorised use and sharing of data
6.2.1The User undertakes not to engage in the following:
- (a) use the Data to develop, manufacture and sale a connected product or related services that competes with the Products or the Related Services, nor share the Data with a third party with that intent;
- (b) use such Data to derive insights about the economic situation, assets and production methods of the manufacturer or, where applicable the Data Holder;
- (c) use coercive means to obtain access to Data, for that purpose, abuse gaps in the Data Holder’s technical infrastructure which is designed to protect the Data, acquisition usage and disclosure of data by improper means or unauthorized use of personal data;
- (d) share the Data with any third-party, including, but not limited to, that considered as a gatekeeper under article 3 of Regulation (EU) 2022/1925 (‘Digital Markets Act’) (sharing of Data to a third party shall always be done by the Data Holder pursuant to clause 7);
- (e) use the Data they receive for any purposes that infringe EU law or applicable national law;
- (f) use the Data they receive for any purposes that infringe other parties’ rights;
- (g) use the Data in a manner that adversely impacts the security of the Products or any Related Services;
- (h) file a patent application or trademark registration based on the use of the Data; and
- (i) alter or tamper the Data for any purposes.
6.2.2The Data Holder may, at its sole discretion, decline sharing of data which could undermine security requirements for the Products or the Related Services, as laid down by EU or national law, resulting in a serious adverse effect on the health, safety or security of natural persons. For example, such data includes the data which may be used for breaching authentication required by certain law which may result in unexpected vehicle control or theft of vehicle.
7Data sharing upon the User’s request with a Data Recipient
7.1Making Data available to a Data Recipient
7.1.1The Data, together with the relevant metadata necessary to interpret and use those Data, must be made available to a Data Recipient by the Data Holder, free of charge for the User, upon request presented by the User or a party acting on its behalf. Whenever a third party acts on behalf of the User, such third party shall be required to provide a valid power of attorney or other appropriate written authorization evidencing their legal authority to act on the User’s behalf. The request can be made using the Form or as may be requested by other means.
7.1.2The Data Holder shall make the Data which is personal data available to a third party following a request of the User, when the User is not the data subject, only when there is a valid legal basis for making personal data available under Article 6 of GDPR and only, where relevant, the conditions set out in Article 9 of that Regulation and of Article 5(3) of Directive on privacy and electronic communications are met.
In that respect, when the User is not the data subject, the User must indicate to the Data Holder, in each request presented under the previous clause, the legal basis for processing under Article 6 of GDPR (and, where relevant, the applicable derogation under Article 9 of that Regulation and Article 5(3) of Directive on privacy and electronic communications) upon which the making available of personal data is requested.
7.1.3If access to the Data which is personal data is requested, and the Data Holder determines that it has not been sufficiently demonstrated that the User is either the data subject or has a valid legal basis for processing such personal data, the Data Holder may withhold sharing of the personal data with the third party. In such case, the Data Holder may request additional evidence from the User to establish compliance with the terms and conditions set forth in the 7.1.2 above.
7.1.4The Data Holder must make the Data available to a Data Recipient with at least the same quality as they become available to the Data Holder, and in any case in a comprehensive, structured, commonly used and machine-readable format, easily and securely.
7.1.5Where the User submits such a request, the Data Holder will agree with the Data Recipient the arrangements for making the Data available under fair, reasonable and non-discriminatory terms and in a transparent manner in accordance with Chapter III and Chapter IV of the Data Act.
7.1.6The User acknowledges that a request under clause 7.1 cannot benefit a third party considered as a gatekeeper under Article 3 of Digital Markets Act and cannot be made in the context of the testing of new Products, substances or processes that are not yet placed on the market.
8Transfer of use and multiple users
8.1Transfer of use
8.1.1Where the User contractually transfers (i) ownership of the Product, or (ii) their temporary rights to use the Product, and/or (iii) their rights to receive Related Services to a subsequent natural or legal person (‘Subsequent User’) and loses the status of a user after the transfer to a Subsequent User, the Parties undertake to comply with the requirements set out in this clause.
8.1.2The User must:
- (a) ensure that the Subsequent User cannot use the initial User’s account; and
- (b) notify the Data Holder of the transfer.
8.1.3The rights of the Data Holder to use Product Data or Related Services Data generated prior to the transfer will not be affected by a transfer (i.e. the rights and obligations relating to the Data transferred under the Contract before the transfer will continue after the transfer).
8.2Multiple users
8.2.1Where the Initial User grants a right to use of the Product and/or Related Service(s) to another party (‘Additional User’) while retaining their quality as a user, the Parties undertake to comply with the requirements set out in this clause.
8.2.2The User must:
- (a) include in the Contract between the User and the Additional User, as of the transfer date, on behalf of the Data Holder, provisions substantially reflecting the content of these Terms and in particular clause 3 on the use and sharing of the Product and/or Related Service Data by the Data Holder; and
- (b) act as a first contact point for the Additional User if the Additional User makes a request under Articles 4 or 5 of the Data Act or a claim regarding the use or making available of the Data by the Data Holder under these Terms. The Data Holder should be notified of any request or claim in that regard without undue delay and the Parties must collaborate to address any request or claim.
8.3Liability of the Initial User
If the User’s failure to comply with their obligations under clauses 8.1 or 8.2 leads to the use and sharing of Product or Related Services Data by the Data Holder in the absence of a contract with the Subsequent or Additional User, the User will indemnify the Data Holder and hold them harmless in respect of any claims by the Subsequent or Additional User towards the Data Holder for the use of the Data after the transfer.
9Date of application and duration of these Terms and Termination
9.1Term and Termination
9.1.1These Terms shall take effect immediately upon acceptance and shall remain in force for an indefinite period, subject to any grounds for expiry or termination under these Terms.
9.1.2These Terms cease application to the Parties:
- (a) upon the destruction of the Product or permanent discontinuation of the Related Service, or when the Product or Related Service is otherwise put out of service or loses its capacity to generate the Data in an irreversible manner; or
- (b) upon the User losing ownership of the Product or when the User’s rights with regard to the Product under a rental, lease or similar agreement or the user’s rights with regard to the Related Service come to an end; or
- (c) when both Parties so agree, with or without replacing these Terms by a new terms. Points (b) and (c) shall be without prejudice to the contract remaining in force between the Data Holder and any Subsequent or Additional User.
9.2Effects of termination
9.2.1The termination of application of these Terms releases both Parties from their obligation to effect and to receive future performance but does not affect the rights and liabilities that have accrued up to the time of termination.
Termination does not affect any provision in these Terms which is to operate even after the termination, in particular clause 11.1 on confidentiality, clause 11.2 on applicable law and clause 11.4 on dispute settlement, which remain in full force and effect.
9.2.2The termination of these Terms will have the following effects:
- (a) the Data Holder shall immediately cease to retrieve the Data generated or recorded as of the date of termination; and
- (b) the Data Holder remains entitled to use and share the Data generated or recorded before the date of termination or expiry as specified in these Terms.
10Remedies for breach of these Terms
10.1In case of a breach or non-performance by the User, the Data Holder can:
- (a) request that the User comply, without undue delay, with its obligations under these Terms, unless it would be unlawful;
- (b) request that the User erases the Data accessed or used in violation of these Terms and any copies thereof;
- (c) claim damages for pecuniary damages caused to the Data Holder by the intentional or negligent nonperformance.
10.2The Data Holder can also suspend the sharing of Data with the User until the User complies with their obligations, by giving a duly substantiated notice to the User without undue delay:
- (i) if the non-performance of the User’s obligations is fundamental;
- (ii) provided that, where applicable, all other conditions set out in clause 5.4.2 are met.
10.3Where the User fails to perform its obligations under these Terms, it shall, in any case, pay the penalties which the Data Holder deems damages within the meaning of clause 10.1 (c). The amount of the penalty shall correspond to the costs typically incurred as a result of the breach or non-compliance. The User has the right to prove that no damage has occurred at all or that it is significantly lower than the penalty payment requested by the Data Holder.
11General Provision
11.1Confidentiality
11.1.1The following information shall be considered confidential information:
- (a) any information which the Data Holder disclosed to the User in the course of consultation for arrangement of the data access, including, but not limited to, categories and contents of the Data that the Data Holder retrieves from its Products or Related Services, data security measures taken by the Data Holder;
- (b) information referring to the trade secrets or any other aspect of the operations of the other Party, unless the other Party has made this information public;
- (c) information referring to the User; and
- (d) information referring to the performance of these Terms and any disputes or other irregularities arising in the course of its performance.
11.1.2Both Parties agree to take all reasonable measures to store securely and keep in full confidence the information referred to in clause 11.1.1. and not to disclose or make such information available to any third party unless one of the Parties either (a) has obtained the prior written consent of the other Party or (b) is entitled to do so under these Terms. Notwithstanding the foregoing, both Parties may disclose the confidential information to (i) system vendors to whom such Party entrusts processing of the data or development of the system, (ii) suppliers of its products or services (for the Data Holder, it includes, but not limited to, manufacturer of onboard computers and diagnostic tools for the Products), (iii) professional advisors such as lawyers and consultants, on condition that such Party shall be liable for the other Party for protection of confidential information by such third parties.
11.1.3These confidentiality obligations remain applicable after the termination of these Terms for (i) a period of five (5) years for the confidential information other than the Identified Trade Secrets, and (ii) an indefinite period for the Identified Trade Secrets.
11.2Applicable law
These Terms shall be governed by the law of Japan except its choice of law rules. However, if the User is a consumer and the User’s usual place of residence is in an EEA Member State, the mandatory national laws of this Member State will remain unaffected and will continue to apply.
11.3Modifications
The Data Holder may make changes to these Terms any time at its sole discretion. The Data Holder will give notice of the change to the User prior to the date on which the changes shall become effective. The changes shall become binding (a) where agreed between the Parties, or, where applicable, (b) upon expiry of a reasonable notice period unless the User objects in writing before the effective date.
11.4Dispute settlement
11.4.1The Parties agree to use their best efforts to resolve disputes amicably and, before bringing a case before a court or tribunal, to submit their dispute to any dispute settlement body in a Member State that fulfils the conditions of Article 10 of the Data Act.
11.4.2Submission of a dispute to a dispute settlement body in accordance with clause 11.4.1. does, however, not affect the User’s right to lodge a complaint with the national competent authority designated in accordance with Article 37 of the Data Act.
11.4.3For any dispute that cannot be settled in accordance with clause 11.4.1, it shall be determined by arbitration in Tokyo, upon written request of such Party, in accordance with the then prevailing Commercial Arbitration Rules of Japan Commercial Arbitration Association by three (3) arbitrators appointed in accordance with such Rules. The arbitration proceedings shall be conducted in English language. The arbitrators may decide the procedures for such arbitration if such Rules are silent. The decision of such arbitrators shall be final and binding upon Parties participating in arbitration, and judgment thereon may be entered in any court for enforcement thereof. However, if the User is a consumer and the User´s usual place of residence is in an EEA Member State, any such disputes shall be settled before ordinary courts.
11.4.4In the case of conflicts between the terms and conditions stipulated in the body of these Terms and the contracts for the Products and/or the Related Services, these Terms shall prevail. However, if the Parties specifically agree in the contracts for the Products and/or the Related Services that a specific clause(s) in the contracts shall override these Terms, such specific clause(s) shall prevail.