Terms and conditions - Acoulatis

These General Terms and Conditions govern Sonusoft AB's provision of the cloud-based software service Acoulatis to the Customer. They apply to all subscriptions to Acoulatis unless otherwise expressly agreed in writing between Sonusoft and the Customer. These Terms and Conditions, together with any applicable Service Order Form and the Schedules referred to herein, form the Agreement between Sonusoft and the Customer. Any deviation from these Terms and Conditions must be agreed in writing by Sonusoft and the Customer. Sonusoft may amend these Terms and Conditions from time to time in accordance with Clause 26.

1. Definitions

In these Terms and Conditions, except to the extent expressly provided otherwise:

"Access Credentials" means usernames, passwords and other credentials enabling access to the Hosted Services;

"Agreement" means a contract between the parties incorporating these Terms and Conditions, and any amendments to that contract from time to time;

“Authorised Users” means an individual user authorised by the Customer to access the Hosted Services through a registered User Account, subject to the account and Seat limitations applicable to the Customer's Subscription Plan;

"Business Day" means any weekday other than a bank or public holiday in Sweden;

"Business Hours" means 09:00 to 16:00 Central European Time or Central European Summer Time, as applicable, on a Business Day;

"Customer" means the person or legal entity that enters into an Agreement with Sonusoft for a paid subscription to Acoulatis or registers for a Free Trial;

"Confidential Information" means any information disclosed by or on behalf of one party to the other party in connection with the Agreement that is marked or identified as confidential or that, by its nature or the circumstances of its disclosure, should reasonably be understood to be confidential, including commercial, financial, technical and business information, Customer Data, software, algorithms, calculation models, know-how, trade secrets, product development information and information relating to customers, suppliers and business activities;

"Customer Data" means data, information, files, project information, constructions and other materials submitted to or stored in the Hosted Services by or on behalf of the Customer, including Customer-specific output generated from such data, but excluding the Platform, algorithms, calculation models, software, Documentation, system-generated analytics and other materials owned by Sonusoft;

"Customer Personal Data" means any Personal Data processed by the Provider on behalf of the Customer under or in connection with the Agreement;

"Data Protection Laws" means the EU GDPR and the UK GDPR and all other applicable laws relating to the processing of Personal Data;

"Documentation" means the documentation for the Hosted Services produced by Sonusoft and delivered or made available by Sonusoft to the Customer;

"Effective Date" means (a) for a paid subscription, the date specified in the applicable Service Order Form or order confirmation; or (b) for a Free Trial, the date on which the Customer accepts these Terms and Conditions and activates the Free Trial;

"EU GDPR" means the General Data Protection Regulation (Regulation (EU) 2016/679) and all other EU laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"Fees" means the fees payable by the Customer for the applicable Subscription Plan and any additional Services, Seats, accounts or other items agreed between the parties, as specified in the Service Order Form, order confirmation or otherwise agreed in writing;

"Free Trial" means a time-limited trial version of Acoulatis made available by Sonusoft without charge and subject to the functionality and restrictions described by Sonusoft from time to time;

"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the Internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, epidemics, pandemics, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

"Hosted Services" means the Acoulatis cloud-based software service provided by Sonusoft, including updates and modifications made by Sonusoft from time to time;

"Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;

(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
(c) a failure of the Customer to perform or observe any of its obligations in these Terms and Conditions; and/or
(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;

"Hosted Services Specification" means the description of the Hosted Services in Schedule 5, the Documentation and the functionality applicable to the Customer's Subscription Plan;

"Initial Subscription Term" means the initial period specified in the Service Order Form or order confirmation, which shall be twelve (12) months for a paid subscription unless otherwise expressly agreed;

"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, and rights in designs);

“Licence” means the limited, non-exclusive, non-transferable right granted by Sonusoft to the Customer to access and use the Hosted Services during the Subscription Term in accordance with the Agreement;

"Maintenance Services" means the general maintenance of the Platform and Services, and the application of Updates and Upgrades;

“Permitted Purpose” means the Customer's internal business, professional, educational or research activities, including the use of the Hosted Services by consultants, engineers and other professional users in connection with services performed for their clients;

"Personal Data" means personal data under any of the Data Protection Laws;

"Platform" means the software platform Acoulatis as developed and operated by Sonusoft from time to time;

"Provider" means Sonusoft, a company incorporated in Sweden (registration number 559388-1864);

"Renewal Term" means each successive twelve (12) month renewal period following the Initial Subscription Term, unless otherwise agreed in writing;

“Seat” means one concurrent active user session permitted under the Customer's Subscription Plan. The number of registered User Accounts may exceed the number of Seats where permitted by the applicable Subscription Plan;

"Services" means any services that Sonusoft has an obligation to provide to the Customer, under these Terms and Conditions;

"Service Order Form" means an online order form published by the Provider and completed and submitted by the Customer, or a hard-copy order form signed or otherwise agreed by or on behalf of each party, in each case incorporating these Terms and Conditions by reference;

"Set Up Services" means the configuration, implementation and integration of the Hosted Services in accordance with the Service Order Form;

“Subscription Plan” means the Acoulatis subscription tier selected by the Customer, which determines the functionality, number of Seats, maximum number of User Accounts and other applicable usage limitations;

"Subscription Term" means the Initial Subscription Term together with any Renewal Term, unless terminated earlier in accordance with the Agreement;

"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services;

"Supported Web Browser" means Google Chrome, or any other web browser that Sonusoft identifies as supported in the Documentation from time to time;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Service Order Form, the main body of these Terms and Conditions and the Schedules, including any amendments to that documentation from time to time;

"Third Party Services" means any hosted, cloud or software-based services provided by any third party that are or may be integrated with the Hosted Services by the Provider from time to time in circumstances where the Customer must, in order to activate the integration, have an account with the relevant services provider or obtain activation or access credentials from the relevant services provider;

"UK GDPR" means the EU GDPR as transposed into UK law (including by the Data Protection Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019) and all other UK laws regulating the processing of Personal Data, as such laws may be updated, amended and superseded from time to time;

"User Interface" means the interface for the Hosted Services designed to allow individual human users to access and use the Hosted Services; and

"User Account" means a registered account assigned to an individual Authorised User for access to the Hosted Services.

2. Subscription Term

2.1 The Agreement shall come into force upon the Effective Date.

2.2 Unless otherwise specified in the applicable Service Order Form or order confirmation, each paid subscription shall have an Initial Subscription Term of twelve (12) months.

2.3 Unless otherwise agreed in writing, each Service Order Form or separately placed subscription order shall constitute a separate Agreement between the parties.

2.4 At the end of the Initial Subscription Term, the subscription shall automatically renew for successive Renewal Terms of twelve (12) months unless either party gives the other party written notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term.

2.5 A notice of non-renewal does not terminate the subscription before the end of the then-current Subscription Term, and the Customer will retain access to the Hosted Services until that date.

2.6 Sonusoft may make a Free Trial available for evaluation purposes. The duration, functionality and limitations of the Free Trial are determined by Sonusoft and may differ from the paid Hosted Services.

2.7 Results displayed during a Free Trial may be simulated, randomised, limited or otherwise unsuitable for technical or professional use. Free Trial results must not be relied upon for engineering, acoustic design, compliance assessment or other professional purposes.

2.8 Sonusoft may modify or discontinue a Free Trial at any time. A Free Trial shall expire automatically at the end of the trial period stated by Sonusoft unless converted into a paid subscription. No Fees are payable for the Free Trial unless the Customer elects to purchase a paid subscription.

3. Set Up Services

3.1 Sonusoft shall make the Hosted Services available to the Customer following the Effective Date in accordance with the applicable Subscription Plan.

3.2 Where separate configuration, implementation, training or integration services have been agreed, Sonusoft shall use reasonable endeavours to provide those services in accordance with the agreed scope and timetable.

3.3 Sonusoft shall not be responsible for delays caused by the Customer's failure to provide information, access or cooperation reasonably required for such services.

3.4 Unless expressly agreed otherwise in writing, Intellectual Property Rights that may arise out of the performance of the Set Up Services by the Provider shall be the exclusive property of the Provider.

4. Hosted Services

4.1 Sonusoft shall provide the Customer with the Access Credentials and User Accounts necessary to access the Hosted Services in accordance with the Customer's Subscription Plan.

4.2 Subject to payment of the applicable Fees and compliance with the Agreement, Sonusoft grants the Customer, for the duration of the Subscription Term, a non-exclusive, non-transferable and non-sublicensable licence to access and use the Hosted Services for the Permitted Purpose through the User Interface and any other access method expressly made available by Sonusoft.

4.3 The Customer's use of the Hosted Services is subject to:

(a) the maximum number of User Accounts applicable to the Subscription Plan;

(b) the maximum number of concurrent Seats applicable to the Subscription Plan;

(d) User Accounts not being shared between individuals; and

(e) any additional usage limitations specified in the applicable Subscription Plan or Service Order Form.

4.4 Except as expressly permitted under the Agreement, the Customer must not:

(a) sublicense, sell, rent, lease or otherwise make the Hosted Services available to a third party;

(b) permit any unauthorised person to access or use the Hosted Services;

(d) republish, systematically redistribute or commercially exploit Sonusoft proprietary data or content obtained from the Hosted Services;

(e) modify, reverse engineer, decompile or attempt to derive the source code, algorithms or underlying models of the Platform except to the extent such restriction is prohibited by applicable law; or

(f) conduct penetration testing, load testing or similar security testing without Sonusoft's prior written consent.

For the avoidance of doubt, nothing in this Clause prevents the Customer from using calculations, results and other outputs generated through the Hosted Services in the ordinary course of providing professional consultancy, engineering, research or other services to its clients.

4.5 The Customer shall implement and maintain reasonable security measures relating to the Access Credentials to ensure that no unauthorised person or application may gain access to the Hosted Services by means of the Access Credentials.

4.6 Availability of the Hosted Services shall be governed by Schedule 2.

4.7 The Customer must comply with Schedule 1 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of the Access Credentials comply with Schedule 1 (Acceptable Use Policy).

4.8 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

4.9 The Customer must not use the Hosted Services in any way that uses excessive Platform resources and as a result is liable to cause a material degradation in the services provided by the Provider to its other customers using the Platform; and the Customer acknowledges that the Provider may use reasonable technical measures to limit the use of Platform resources by the Customer for the purpose of assuring services to its customers generally.

4.10 The Customer must not use the Hosted Services:

(a) in any way that is unlawful, illegal, fraudulent or harmful; or

(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Subscription Term.

4.12 The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

4.13 The Customer may purchase additional Seats or User Accounts during a Subscription Term where offered by Sonusoft. Unless otherwise agreed, any additional Seats or User Accounts purchased during a Subscription Term shall expire or renew together with the Customer's existing subscription.

4.14 Sonusoft uses reasonable care in the development and maintenance of the Hosted Services. However, the Customer acknowledges that acoustic calculations produced by Acoulatis are predictions based on mathematical, empirical and/or statistical models and on the information and parameters supplied by the Customer.

Sonusoft does not warrant that:

(a) the Hosted Services will operate without interruption or error;

(b) every calculation or result will correspond exactly to laboratory measurements, field measurements or the performance of a completed building;

(d) the Hosted Services will be entirely free from security vulnerabilities.

Actual acoustic performance may be affected by workmanship, construction tolerances, material properties, boundary conditions, installation conditions, flanking transmission and other project-specific factors that may not be fully represented in a calculation.

Results produced by the Hosted Services shall therefore be assessed by a suitably qualified user having regard to the circumstances of the relevant project.

4.15 Sonusoft is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

4.16 Except with Sonusoft's prior written consent, the Customer must not use automated means to systematically scrape, extract, reproduce or harvest Sonusoft proprietary data, calculation models, database content or other protected content from the Hosted Services. The Customer must not use Sonusoft proprietary software, data, algorithms, models, Documentation or other protected content obtained through the Hosted Services to train, develop, validate or materially improve a competing artificial intelligence, machine-learning or software model. This Clause does not restrict the Customer from analysing its own Customer Data or calculation results generated through its lawful use of the Hosted Services.

4.17 Sonusoft may update, modify and develop the Hosted Services from time to time, including adding, modifying or discontinuing individual features, calculation models, materials or interfaces. Sonusoft shall use reasonable endeavours not to materially reduce the overall core functionality included in the Customer's paid Subscription Plan during the then-current Subscription Term.

5. Scheduled maintenance

5.1 The Provider may from time to time suspend the Hosted Services for the purposes of scheduled maintenance to the Platform, providing that such scheduled maintenance must be carried out in accordance with this Clause 5.

5.2 Where reasonably practicable, Sonusoft shall provide advance notice of scheduled maintenance that is expected to materially affect availability of the Hosted Services.

5.3 Sonusoft shall use reasonable endeavours to perform scheduled maintenance outside normal Business Hours where practicable.

6. Support Services

6.1 The Provider shall provide the Support Services to the Customer during the Subscription Term.

6.2 The Provider shall provide the Support Services with reasonable skill and care.

6.3 The Provider shall provide the Support Services in accordance with Schedule 3 (Support SLA).

6.4 The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under the Agreement is overdue, and the Provider has given to the Customer at least 10 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7. Customer obligations

7.1 Save to the extent that the parties have agreed otherwise in writing, the Customer must provide to the Provider, or procure for the Provider, such:

(a) co-operation, support and advice;

(b) information and documentation; and

as are reasonably necessary to enable the Provider to perform its obligations under the Agreement.

7.2 The Customer shall provide such technical information and reasonable cooperation as may be required for Sonusoft to provide support or any separately agreed integration services.

7.3 As between the parties, the Customer retains all rights, title and interest in Customer Data. The Customer is responsible for the legality, accuracy and quality of Customer Data submitted to the Hosted Services.

7.4 Each Authorised User shall keep their password confidential.

7.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Services using an Account.

8. Customer Data

8.1 The Customer grants the Provider a non-exclusive, worldwide, royalty-free licence during the Subscription Term to host, copy, store, transmit, process and otherwise use Customer Data solely to the extent reasonably necessary to provide, maintain, secure and support the Hosted Services and to fulfil the Provider's obligations under the Agreement.

The Provider may permit its authorised sub-processors and service providers to process Customer Data only to the extent necessary for those purposes and subject to applicable confidentiality and data protection obligations.

8.2 The Customer warrants to the Provider that the Customer Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

8.3 Sonusoft shall maintain reasonable backup and recovery procedures appropriate to the nature of the Hosted Services.

8.4 Where technically feasible, Sonusoft shall use reasonable endeavours to assist in restoration of Customer Data from available backups following a verified data-loss incident.

8.5 Sonusoft may collect and use aggregated and anonymised technical and usage information relating to the operation and use of the Hosted Services for analytics, security, development and improvement purposes, provided that such information does not identify the Customer, an Authorised User or any other natural person.

9. Integration with Third Party Services

9.1 The Provider may integrate the Hosted Services with any Third Party Services at any time.

9.2 Notwithstanding the presence of any Third Party Services integration, particular Third Party Services shall only be activated with respect to the Hosted Services account of the Customer by:

(a) the Customer; or

(b) the Provider with the prior written agreement of the Customer.

9.3 The Provider shall use reasonable endeavours to maintain any integration with Third Party Services that has been activated with respect to the Hosted Services account of the Customer. Subject to this, the Provider may remove, suspend, deactivate or limit any Third Party Services integration at any time in its sole discretion.

9.4 The supply of Third Party Services shall be under a separate contract or arrangement between the Customer and the relevant third party. The Provider does not contract to supply the Third Party Services and is not a party to any contract for, or otherwise responsible in respect of, the provision of any Third Party Services. Fees may be payable by the Customer to the relevant third party in respect of the use of Third Party Services.

9.5 The Customer acknowledges and agrees that:

(a) the activation of Third Party Services with respect to the Hosted Services account of the Customer may result in the transfer of Customer Data and/or Customer Personal Data from the Hosted Services to the relevant Third Party Services and vice versa;

(b) the Provider has no control over, or responsibility for, any disclosure, modification, deletion or other use of Customer Data and/or Customer Personal Data by any provider of Third Party Services;

(c) the Customer must ensure that it has in place the necessary contractual safeguards to ensure that the transfer of Customer Personal Data to, and use of Customer Personal Data by, a provider of Third Party Services is lawful; and

(d) the Customer shall ensure that the transfer of Customer Data to a provider of Third Party Services does not infringe any person's Intellectual Property Rights or other legal rights and will not put the Provider in breach of any applicable laws.

9.6 Additional Fees may be payable by the Customer to the Provider in respect of the activation and/or use of a Third Party Services integration, as set out in the Service Order Form.

9.7 Subject to Clause 17:

(a) the Provider gives no guarantees, warranties or representations in respect of any Third Party Services; and

(b) the Provider shall not be liable to the Customer in respect of any loss or damage that may be caused by Third Party Services or any provider of Third Party Services.

10. Intellectual Property Rights

10.1 All Intellectual Property Rights in and to the Platform, Hosted Services, Documentation, calculation models, algorithms, software, databases, features, functionality, know-how and other Sonusoft materials are and shall remain vested in Sonusoft and/or its licensors.

10.2. Sonusoft´s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of Sonusoft.

10.3 Nothing in these Terms and Conditions shall operate to assign or transfer any Intellectual Property Rights from Sonusoft to the Customer.

11. Fees

11.1 The Customer shall pay the Fees applicable to its Subscription Plan and any additional Services in accordance with the Agreement. Unless otherwise stated in the applicable Service Order Form or order confirmation, subscription Fees are charged annually in advance.

11.2 If the Fees are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Fees given to the Customer being exceeded or any budget for time-based Fees agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Fees in respect of Services performed in breach of this Clause 11.2.

11.3 All amounts stated in or in relation to these Terms and Conditions are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Customer to the Provider.

11.4 Sonusoft may change the Fees applicable to a Subscription Plan. Any price change shall apply from the beginning of the Customer's next Renewal Term and shall not increase the Fees already paid or payable for the then-current Subscription Term, unless the parties expressly agree otherwise in writing. Sonusoft shall give reasonable advance notice of any price increase applicable to a Renewal Term.

11.5 The Customer may request an upgrade of its Subscription Plan during a Subscription Term. Any additional Fees applicable to the upgrade shall be agreed or displayed before the upgrade takes effect.

11.6 Unless otherwise agreed by Sonusoft, a downgrade of a Subscription Plan shall take effect only from the beginning of the next Renewal Term.

12. Payments

12.1 Sonusoft shall invoice subscription Fees annually in advance unless otherwise agreed.

12.2 The Customer shall pay each invoice within thirty (30) days from the invoice date unless another payment period is specified on the invoice or agreed in writing.

12.3 Overdue amounts may bear interest from the due date until payment at the rate permitted or agreed under applicable Swedish law.

Introduction

13. Confidentiality

13.1 Each party shall keep confidential all Confidential Information disclosed by or on behalf of the other party in connection with the Agreement and shall use such Confidential Information only to exercise its rights and perform its obligations under the Agreement.

13.2 A party receiving Confidential Information (the "Receiving Party") may disclose such information to its officers, employees, professional advisers, insurers, agents, contractors and subcontractors who:

(a) need access to the Confidential Information for purposes connected with the Agreement; and

(b) are subject to confidentiality obligations no less protective than those set out in this Clause 13 or are otherwise bound by professional duties of confidentiality.

The Receiving Party shall remain responsible for compliance with this Clause 13 by persons to whom it discloses Confidential Information, to the extent permitted by applicable law.

13.3 The obligations in this Clause 13 shall not apply to information that the Receiving Party can demonstrate:

(a) was lawfully known to the Receiving Party before it was disclosed by or on behalf of the other party and was not subject to an obligation of confidentiality;

(b) is or becomes publicly available through no breach of the Agreement by the Receiving Party;

(c) is lawfully received from a third party without restriction on disclosure and without reason to believe that the third party is in breach of an obligation of confidentiality; or

(d) is independently developed by the Receiving Party without use of or reference to the Confidential Information of the other party.

13.4 A Receiving Party may disclose Confidential Information to the extent required by applicable law, regulation, court order or a competent governmental or regulatory authority. To the extent permitted by applicable law, the Receiving Party shall promptly notify the other party before making such disclosure and shall disclose only the minimum amount of Confidential Information reasonably required.

13.5 The obligations in this Clause 13 shall continue for five (5) years following termination or expiry of the Agreement, except in relation to trade secrets and information which by its nature should reasonably remain confidential, for which the obligations shall continue for so long as that information remains confidential.

14. Data protection

14.1 Each party shall comply with the Data Protection Laws with respect to the processing of the Customer Personal Data.

14.2 The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with the Agreement.

14.3 The Customer shall only supply to the Provider, and the Provider shall only process, in each case under or in relation to the Agreement:

(a) the Personal Data of data subjects falling within the categories specified in Section 1 of Schedule 4 (Data processing information); and

(b) Personal Data of the types specified in Section 2 of Schedule 4 (Data processing information).

14.4 The Provider shall only process the Customer Personal Data for the purposes specified in Section 3 of Schedule 4 (Data processing information).

14.5 The Provider shall only process the Customer Personal Data during the Subscription Term and for not more than 30 days following the end of the Subscription Term, subject to the other provisions of this Clause 14.

14.6 The Provider shall only process the Customer Personal Data on the documented instructions of the Customer (including with regard to transfers of the Customer Personal Data to a third country under the Data Protection Laws), as set out in these Terms and Conditions or any other document agreed by the parties in writing.

14.7 The Customer hereby authorises the Provider to make the following transfers of Customer Personal Data:

(a) the Provider may transfer the Customer Personal Data internally to its own employees, offices and facilities in jurisdiction(s), providing that such transfers must be protected by appropriate safeguards;

(b) the Provider may transfer the Customer Personal Data to its third party processors in the jurisdictions identified in Section 5 of Schedule 4 (Data processing information) and may permit its third party processors to make such transfers, providing that such transfers must be protected by any appropriate safeguards identified therein; and

(c) the Provider may transfer the Customer Personal Data to a country, a territory or sector to the extent that the competent data protection authorities have decided that the country, territory or sector ensures an adequate level of protection for Personal Data.

14.8 The Provider shall promptly inform the Customer if, in the opinion of the Provider, an instruction of the Customer relating to the processing of the Customer Personal Data infringes the Data Protection Laws.

14.9 Notwithstanding any other provision of the Agreement, the Provider may process the Customer Personal Data if and to the extent that the Provider is required to do so by applicable law. In such a case, the Provider shall inform the Customer of the legal requirement before processing, unless that law prohibits such information on important grounds of public interest.

14.10 The Provider shall ensure that persons authorised to process the Customer Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

14.11 The Provider shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the Customer Personal Data, including those measures specified in Section 4 of Schedule 4 (Data processing information).

14.12 The Provider must not engage any third party to process the Customer Personal Data without the prior specific or general written authorisation of the Customer. In the case of a general written authorisation, the Provider shall inform the Customer at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if the Customer objects to any such changes before their implementation, then the Customer may terminate the Agreement on 7 days' written notice to the Provider, providing that such notice must be given within the period of 7 days following the date that the Provider informed the Customer of the intended changes. The Provider shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on the Provider by this Clause 14.

14.13 As at the Effective Date, the Customer hereby generally authorises Sonusoft to engage the sub-processors included in Sonusoft's current list of authorised sub-processors maintained in connection with the Hosted Services, subject to Clause 14.12.

14.14 The Provider shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist the Customer with the fulfilment of the Customer's obligation to respond to requests exercising a data subject's rights under the Data Protection Laws.

14.15 The Provider shall assist the Customer in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.15.

14.16 Sonusoft shall notify the Customer without undue delay after becoming aware of a Personal Data breach affecting Customer Personal Data and shall provide such information concerning the breach as is reasonably available to Sonusoft and necessary for the Customer to comply with its obligations under applicable Data Protection Laws.

14.17 The Provider shall make available to the Customer all information necessary to demonstrate the compliance of the Provider with its obligations under this Clause 14 and the Data Protection Laws. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.17, providing that no such charges shall be levied with respect to the completion by the Provider (at the reasonable request of the Customer, not more than once per calendar year) of the standard information security questionnaire of the Customer.

14.18 The Provider shall, at the choice of the Customer, delete or return all of the Customer Personal Data to the Customer after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant Personal Data.

14.19 The Provider shall allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer in respect of the compliance of the Provider's processing of Customer Personal Data with the Data Protection Laws and this Clause 14. The Provider may charge the Customer at its standard time-based charging rates for any work performed by the Provider at the request of the Customer pursuant to this Clause 14.19, providing that no such charges shall be levied where the request to perform the work arises out of any breach by the Provider of the Agreement or any security breach affecting the systems of the Provider. Audits shall, unless required by a supervisory authority or resulting from a material security incident, be conducted on reasonable prior notice, during normal Business Hours, and in a manner that does not unreasonably disrupt Sonusoft's operations.

14.20 If any changes or prospective changes to the Data Protection Laws result or will result in one or both parties not complying with the Data Protection Laws in relation to processing of Personal Data carried out under the Agreement, then the parties shall use their best endeavours promptly to agree such variations to the Agreement as may be necessary to remedy such non-compliance.

15. Warranties

15.1 The Provider warrants to the Customer that:

(a) the Provider has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions;

(b) the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under these Terms and Conditions; and

(c) the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under these Terms and Conditions.

15.2 Sonusoft warrants that the Hosted Services will, in all material respects, provide the functionality described in the Hosted Services Specification and that Sonusoft will maintain technical and organisational security measures appropriate to the nature of the Hosted Services.

15.3 Sonusoft shall comply with laws applicable to Sonusoft's provision of the Hosted Services.

15.4 Sonusoft warrants that, to its knowledge, the Customer's authorised use of the Hosted Services in accordance with the Agreement will not infringe third-party Intellectual Property Rights.

15.5 If use of the Hosted Services is alleged or determined to infringe third-party Intellectual Property Rights, Sonusoft may:

(a) modify the Hosted Services to avoid the infringement;

(b) obtain the right for the Customer to continue using the Hosted Services; or

(c) if neither alternative is reasonably practicable, terminate the affected Hosted Services and refund any prepaid Fees attributable to the unused remainder of the affected Subscription Term.

15.6 The Customer warrants to the Provider that it has the legal right and authority to enter into the Agreement and to perform its obligations under these Terms and Conditions.

15.7 All of the parties' warranties and representations in respect of the subject matter of the Agreement are expressly set out in these Terms and Conditions. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of the Agreement will be implied into the Agreement or any related contract.

16. Acknowledgements and warranty limitations

16.1 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

16.2 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of these Terms and Conditions, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

16.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

16.4 The Customer acknowledges that the Hosted Services are a professional calculation and decision-support tool and are not a substitute for professional judgement, project-specific investigation, measurement, verification or compliance assessment where such activities are required.

16.5 To the maximum extent permitted by applicable law, and except as expressly stated in the Agreement, the Hosted Services are provided without any other warranty, representation, condition or guarantee, whether express, implied or statutory, including any implied warranty or condition of satisfactory quality, merchantability, fitness for a particular purpose or compatibility with third-party software, systems or services.

16.6 The Customer acknowledges that calculations and other results generated by the Hosted Services constitute predictions based on calculation models, assumptions, available data and information supplied or selected by the Customer. Sonusoft does not warrant that such results will exactly reproduce laboratory measurements, field measurements or the performance of a completed building. The Customer is responsible for assessing the suitability of the Hosted Services and any results generated by them for the Customer's intended purpose and for exercising appropriate professional judgement when using such results.

17. Limitations and exclusions of liability

17.1 Nothing in the Agreement shall exclude or limit any liability to the extent that such liability cannot lawfully be excluded or limited under applicable mandatory law.

17.2 Subject to Clause 17.1 and to the maximum extent permitted by applicable law, Sonusoft shall have no liability to the Customer arising out of or in connection with the Agreement, the Hosted Services, the Platform, the Documentation or the Customer's use of or inability to use the Hosted Services, whether such liability arises in contract, tort (including negligence), breach of statutory duty, restitution or otherwise.

17.3 Without limiting Clause 17.2, and subject always to Clause 17.1, Sonusoft shall in no circumstances be liable for:

(a) any loss of profit, revenue, income, anticipated savings or production;

(b) any loss of business, contracts, customers, opportunity, reputation or goodwill;

(d) any loss, corruption or unauthorised alteration of data, databases, software or other information;

(e) any special, indirect, incidental or consequential loss or damage;

(f) any loss or damage resulting from inaccurate, incomplete or incorrect information, parameters, assumptions or other data supplied or selected by the Customer;

(g) any difference between a result generated by the Hosted Services and laboratory measurements, field measurements or the performance of a completed building;

(h) any decision, design, specification, construction, compliance assessment, professional advice or other action or omission made or undertaken on the basis of results generated by the Hosted Services;

(i) any loss or damage arising from the Customer's failure to exercise appropriate professional judgement or to verify results where verification is reasonably required; or

(j) any loss or damage caused by any third-party service, software, infrastructure, internet service, hosting provider or other matter outside Sonusoft's reasonable control.

17.4 If and to the extent that any liability of Sonusoft cannot lawfully be excluded under Clause 17.2 but may lawfully be limited, Sonusoft's total aggregate liability arising out of or in connection with the Agreement shall not exceed the total Fees paid or payable by the Customer to Sonusoft under the Agreement during the twelve (12) months immediately preceding the event giving rise to the liability. Where the event giving rise to liability occurs during the first twelve (12) months of the Agreement, Sonusoft's total aggregate liability shall not exceed the Fees paid or payable for the Initial Subscription Term.

17.5 The limitations and exclusions of liability in this Clause 17 apply collectively to all claims, events and causes of action and shall not operate separately for each claim, affected user, project, calculation or occurrence.

17.6 The Customer acknowledges that the Fees charged for the Hosted Services have been determined in reliance upon the exclusions and limitations of liability set out in the Agreement and that such exclusions and limitations form an essential basis of the Agreement between the parties.

18. Force Majeure Event

18.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under the Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.

18.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under the Agreement, must:

(a) promptly notify the other; and

(b) inform the other of the period for which it is estimated that such failure or delay will continue.

18.3 A party whose performance of its obligations under the Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

19. Termination

19.1 Either party may prevent renewal of a paid subscription by giving the other party at least thirty (30) days' written notice before the end of the then-current Subscription Term. The Agreement shall then terminate at the end of that Subscription Term.

19.2 Either party may terminate the Agreement by written notice if the other party:

(a) commits a material breach that cannot reasonably be remedied; or

(b) commits a material breach capable of remedy and fails to remedy that breach within thirty (30) days after receiving written notice requiring it to do so.

19.3 Subject to applicable law, either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;

(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Agreement); or

(d) if that other party is an individual:

(i) that other party becomes incapable of managing his or her own affairs as a result of illness or incapacity; or

(ii) that other party is the subject of a bankruptcy petition or order,

and if that other party dies then the Agreement shall automatically terminate.

19.4 Sonusoft may terminate the Agreement if any undisputed amount remains unpaid for more than thirty (30) days after its due date and the Customer has failed to make payment within ten (10) days after receiving written notice requiring payment.

19.5 The Agreement may only be terminated in accordance with its express provisions.

20. Effects of termination

20.1 Upon termination or expiry of the Agreement, all provisions of the Agreement shall cease to have effect except that Clauses 1, 4.4, 4.11, 8.2, 9.7, 10, 12.2, 12.3, 13, 14, 16, 17, 20, 21, 23, 24, 25, 27, 28 and 29, together with any other provision which by its nature is intended to survive termination or expiry, shall continue in force.

20.2 Except where expressly provided otherwise in the Agreement:

(a) termination or non-renewal shall not affect Fees already accrued or payable;

(b) Fees paid for a Subscription Term are non-refundable; and

20.3 Where the Customer terminates the Agreement as a result of an uncured material breach by Sonusoft, or where Sonusoft terminates the Hosted Services for reasons other than breach by the Customer, Sonusoft shall refund any prepaid subscription Fees attributable to the period after the effective date of termination.

20.4 Following termination or expiry, the Customer shall be responsible for exporting any Customer Data that the Hosted Services allow to be exported before access ends. Sonusoft may delete Customer Data after the retention period stated in the Agreement or applicable Documentation, subject to applicable Data Protection Laws.

21. Notices

21.1 A notice under the Agreement must be in writing and may be:

(a) sent by email to the email address designated by the receiving party for contractual notices; or

(b) sent by prepaid post or courier to the receiving party's registered or notified address.

21.2 Notices to Sonusoft may be sent to:

(a) Mailing address:

Sonusoft AB

Erik Dahlbergsgatan 21B, Lgh 1401

21148 Malmö

Sweden

(b) E-mail address: info@sonusoft.com

21.3 An email notice shall be deemed received on the Business Day on which it is sent, provided that the sender has not received an automated delivery-failure notification; if sent outside Business Hours, it shall be deemed received on the next Business Day.

22. Assignment

The Customer may not assign or transfer the Agreement without Sonusoft's prior written consent. Sonusoft may assign or transfer the Agreement in connection with a merger, restructuring, sale of business or transfer of all or substantially all assets relating to the Hosted Services.

23. No waivers

23.1 No breach of any provision of the Agreement will be waived except with the express written consent of the party not in breach.

23.2 No waiver of any breach of any provision of the Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of the Agreement.

24. Severability

24.1 If a provision of these Terms and Conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

24.2 If any unlawful and/or unenforceable provision of these Terms and Conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

25. Third party rights

25.1 The Agreement is for the benefit of the parties and is not intended to benefit or be enforceable by any third party.

25.2 The exercise of the parties' rights under the Agreement is not subject to the consent of any third party.

26. Variation

Sonusoft may amend these Terms and Conditions from time to time. Changes required by applicable law, security requirements or changes that do not materially reduce the Customer's contractual rights may take effect during a Subscription Term upon reasonable notice. Any other material amendment shall normally take effect from the beginning of the Customer's next Renewal Term. Sonusoft shall notify Customers of material changes by email or through the Hosted Services before such changes take effect.

27. Entire agreement

27.1 The Service Order Form, the main body of these Terms and Conditions and the Schedules shall constitute the entire agreement between the parties in relation to the subject matter of the Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

27.2 The parties acknowledge that, in entering into the Agreement, they do not rely on any statement, representation or warranty not expressly incorporated into the Agreement, except that nothing in this Clause excludes liability for fraud or fraudulent misrepresentation.

27.3 The provisions of this Clause 27 are subject to Clause 17.

28. Law and jurisdiction

28.1 These Terms and Conditions shall be governed by and construed in accordance with Swedish law.

28.2 Any disputes relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of Sweden.

29. Interpretation

29.1 In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute or statutory provision.

29.2 The Clause headings do not affect the interpretation of these Terms and Conditions.

29.3 In these Terms and Conditions, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Schedule 1 - Acceptable Use Policy

1. Permitted use

Users may use Acoulatis only in accordance with the Agreement, Documentation and applicable law.

2. Prohibited activities

Users must not:

attempt unauthorised access to the Hosted Services;
interfere with the security or operation of the Hosted Services;
introduce malicious software;
perform unauthorised security, penetration or load testing;
use automated tools to scrape or systematically extract Sonusoft proprietary content;
circumvent account, Seat or technical limitations;
use another person's User Account;
use the Hosted Services for unlawful or fraudulent purposes;
infringe third-party Intellectual Property Rights.

3. Customer Data

The Customer must ensure that Customer Data submitted to the Hosted Services may lawfully be processed by Sonusoft.

4. Enforcement

Sonusoft may take reasonable technical measures or suspend access where necessary to protect the security, integrity or availability of the Hosted Services or where the Customer materially breaches this Policy.

5. Monitoring

You acknowledge that we may actively monitor the Content and the use of the Services.

6. Data mining

You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

7. Hyperlinks

You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

8. Harmful software

8.1 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

8.2 The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

Schedule 2 - Availability SLA

1. Introduction to availability SLA

This Schedule 2 sets out the Provider's availability commitments relating to the Hosted Services.

2. Availability

Sonusoft shall use commercially reasonable endeavours to maintain the availability of the Hosted Services, subject to scheduled maintenance, emergency maintenance, Force Majeure Events, failures of third-party infrastructure outside Sonusoft's reasonable control, and circumstances attributable to the Customer.

Schedule 3 - Support SLA

1. Introduction

This Schedule 3 sets out the service levels applicable to the Support Services.

2. Helpdesk

2.1 The Provider shall make available to the Customer a helpdesk (contact page on website).

2.2 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.

2.3 The Provider shall ensure that the helpdesk is accessible via email.

2.4 Sonusoft shall use reasonable endeavours to make the helpdesk available during Business Hours during the Subscription Term.

2.5 The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

3. Response and resolution

3.1 Issues raised through the Support Services shall be categorised as follows:

(a) critical: the Hosted Services are inoperable or a core function of the Hosted Services is unavailable;

(b) serious: a core function of the Hosted Services is significantly impaired;

(c) moderate: a core function of the Hosted Services is impaired, where the impairment does not constitute a serious issue; or a non-core function of the Hosted Services is significantly impaired; and

(d) minor: any impairment of the Hosted Services not falling into the above categories; and any cosmetic issue affecting the Hosted Services.

3.2 The Provider shall determine, acting reasonably, into which severity category an issue falls.

3.3 The Provider shall use reasonable endeavours to respond to requests for Support Services promptly, and in any case in accordance with the following time periods:

(a) critical: 1 Business Day;

(b) serious: 2 Business Days;

(d) minor: 7 Business Days.

3.4 The Provider shall ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request.

3.5 Sonusoft shall use reasonable endeavours to investigate and resolve reported issues as soon as reasonably practicable, taking into account the severity, complexity, cause of the issue, availability of workarounds and any dependency on third-party services. Any estimated resolution time communicated by Sonusoft is an estimate only and does not constitute a guaranteed resolution deadline.

4. Provision of Support Services

4.1 The Support Services shall be provided remotely, save to the extent that the parties agree otherwise in writing.

5. Limitations on Support Services

Standard Support Services include reasonable assistance relating to access, operation and reported defects in the Hosted Services. General training, project-specific acoustic consultancy, customer-specific calculations, data preparation, integrations and other professional services are not included in standard support and may be subject to separate Fees.

Schedule 4 - Data processing information

1. Categories of data subject

The categories of data subject whose personal data may be processed include but are not limited to:

Authorised Users;
Customer administrative/contact persons; and
persons whose details a Customer voluntarily enters into Customer Data, if any.

2. Types of Personal Data

The types of personal data to be processed may include but are not limited to:

Name;
Email address;
company/organisation;
account identifiers;
login/security information
IP address;
usage and diagnostic information;
support communications; and
Customer Data containing Personal Data, where voluntarily submitted.

3. Purposes of processing

The purposes for which personal data may be processed include but are not limited to:

Providing and improving the Hosted Services;
Managing user accounts and access;
Administering subscriptions and transactions;
Processing transactions;
Responding to inquiries and support requests;
Customizing user experience;
Analyzing usage trends and preferences; and
Complying with legal obligations.

4. Security measures for Personal Data

The security measures used to protect personal data shall include but are not limited to:

Access controls and authentication mechanisms;
Incident response and breach notification procedures; and
Compliance with industry standards and regulations.

5. Sub-processors of Personal Data

Sonusoft maintains a current list of authorised sub-processors used in connection with the Hosted Services. The Customer grants Sonusoft general authorisation to appoint and replace sub-processors in accordance with Clause 14.

Schedule 5 - Services Specification

Acoulatis is a cloud-based professional acoustic calculation service developed and operated by Sonusoft for the prediction and evaluation of sound insulation performance of building elements.

Depending on the Customer's applicable Subscription Plan, the Hosted Services may provide calculation modules and functionality for airborne and/or impact sound insulation, single-number values, frequency-dependent results, custom products, junctions and other functionality made available by Sonusoft from time to time.

The specific functionality available to the Customer is determined by the Subscription Plan selected by the Customer, as described in the applicable Service Order Form, order confirmation and/or current subscription specification published by Sonusoft.

Sonusoft may develop, update and improve the Hosted Services during the Subscription Term, provided that Sonusoft shall not materially reduce the core functionality of the Customer's paid Subscription Plan during the then-current Subscription Term without reasonable justification.

The Hosted Services are prediction and calculation tools. Results depend upon the selected calculation model, Customer inputs, assumptions and project-specific conditions and should be evaluated by suitably qualified users.