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Terms and conditions - Acoulatis

Introduction

The following are the General Terms and Conditions for Sonusoft's provision of Services to Customer through the application “Acoulatis”. They shall apply to all SaaS Agreements entered into between Sonusoft and its customers to Acoulatis. These Terms and Conditions form an integral part of the SaaS Agreement entered into between Sonusoft and its customers to Acoulatis. Deviations from these Terms and Conditions shall only be considered authorised after a written approval by Sonusoft.

 

Sonusoft reserves the right to amend these Terms and Conditions. Amendments will be announced by e-mail to all Customers with thirty (30) days’ notice.

 

1. Definitions

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

"Access Credentials" means the usernames, passwords and other credentials enabling access to the Hosted Services, including both access credentials for the User Interface and access credentials for the API;

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

"API" means the application programming interface for the Hosted Services defined by the Provider and made available by the Provider to the Customer;

Authorised Users” means those employees of the Customer to the Provider who are authorised by the Customer to use the Services and the Documentation, by being assigned a seat, as further described in Section 3 of these Terms and Conditions and in a Service Order Form provided by Sonusoft and accepted by the Customer;

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

"Business Hours" means the hours of 09:00 to 16:00 UTC on a Business Day;

"Customer" means the person or entity identified as such in Section 1 of the Services Order Form, or the person or entity that requested a Free Trial to the application;

"Customer Confidential Information" means:

(a)      any information disclosed by or on behalf of the Customer to Sonusoft at any time before the termination of the Agreement (whether disclosed in writing, e-mail, orally or otherwise) that at the time of disclosure:

(i)       was marked or described as "confidential"; or

(ii)      should have been reasonably understood by Sonusoft to be confidential;

(b)      the Customer Data, except to the extent it needs to be disclosed to other parties to enable the Services; and

(c)      any other information as agreed on in writing from time to time between the parties to be kept confidential;

 

"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer and proceeded or generated in whatever form by the Platform or otherwise by Sonusoft and in the application Acoulatis.

"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 the date upon which the parties execute a hard-copy Services Order Form; or, following the Customer completing and submitting the online Services Order Form published by Sonusoft on Sonusoft's website, the date upon which the Provider sends to the Customer an order confirmation;

"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 following amounts:

(a)    The amounts specified in a Service Order Form, any possible addendums to Service Order Form and elsewhere in these Terms and Conditions.

(b)   Such amounts as may be agreed in writing by the parties 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 Platform Acoulatis and as updated by Sonusoft from time to time subject to the restrictions set out in these Terms and Conditions;


"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 specification for the Platform and Hosted Services set out in Section 1 of Schedule 5 (Services Specification) and in the Documentation;

"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 a licence granted by Sonusoft for the use of the Services in Acoulatis, based on the maximum number of Seats, specified in a Service Order Form that needs to be accepted and signed by the Customer and where the licence can be used concurrently by any of the Authorised Users up to the amount of seats purchased by the Customer.

"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 operations of a nature which are eligible for benefiting from the use of the Platform;

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

"Platform" means the application Acoulatis managed by Sonusoft and used by Sonusoft to provide the Services as provided at the signing of a Service Order Form or as the Services will be provided in an enhanced or amended form to Sonusoft ´s clients in the future;

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

"SaaS Agreement" means an agreement entered into between Sonusoft and the Customer to Acoulatis by Customer´s signature on the Service Order Form. The SaaS Agreement includes the Service Order Form, these Terms and Conditions, including any Schedules and exhibits hereto and any amendments to these Terms and Conditions from time to time;

Seat” means the number of possible active users to the Services at any point in time purchased by the Customer;

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

"Services 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;

Services Specification” means the Services as specified in Schedule 5 to these Terms and Conditions.

"Set Up Services" means the configuration, implementation and integration of the Hosted Services in accordance with Section 2 of the Services Order Form;

"Subscription Term" means the term of the SaaS Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.4 or Clause 19 of these Terms and Conditions.

"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 the current release from time to time of Google Chrome;

"Terms and Conditions" means all the documentation containing the provisions of the Agreement, namely the Services 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; and


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

2. Subscription Term

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

2.2 The Agreement shall continue in force indefinitely, subject to termination in accordance with Clause 19 or any other provision of these Terms and Conditions.

2.3 Unless the parties expressly agree otherwise in writing, each Services Order Form shall create a distinct contract between the parties.

2.4 Either of the parties may terminate the SaaS Agreement by written notice.  Such notice shall be sent in accordance with Clause 21 and shall be effective on the 1st of a calendar month. A notice sent by Customer during a period of the 1st – 14th of a month shall take effect on the 1st day of the next calendar month. A notice sent by Customer during a period of the 15th – 31st of a month shall be effective on the 1st of the second calendar month.  A notice sent by Sonusoft shall be effective on the 1st day of the second calendar month.

3. Set Up Services

3.1 The Provider shall provide the Set Up Services to the Customer.

3.2 The Provider shall use reasonable endeavours to ensure that the Set Up Services are provided upon or promptly following the Effective Date.

3.3 The Customer acknowledges that a delay in the Customer performing its obligations in the Agreement may result in a delay in the performance of the Set Up Services; and subject to Clause 17.1 the Provider will not be liable to the Customer in respect of any failure to meet the Set Up Services timetable to the extent that that failure arises out of a delay in the Customer performing its obligations under the Agreement.

3.4 Subject to any written agreement of the parties to the contrary, any 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 The Provider shall ensure that the Customer, upon the Effective Date, have the Access Credentials necessary to enable the Customer to access and use the Hosted Services.

4.2 The Provider hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of the User Interface and the API for the internal business purposes of the Customer in accordance with the Documentation during the Subscription Term.

4.3    The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:

(a)    the User Interface may only be used through a Supported Web Browser;

(b)    the User Interface may only be used by the officers, employees, agents and subcontractors of either the Customer or an Affiliate of the Customer;

(c)    the User Interface may only be used by the named users provided to Sonusoft, providing that the Customer may change, add or remove a designated named user in accordance with the user change procedure defined by the Hosted Services;

(d)    the User Interface must not be used at any point in time by more than the number of seats specified in the Services Order Form, providing that the Customer may add or remove seat licences in accordance with the licence change procedure defined by the Hosted Services; and

(e)    the API may only be used by an application or applications approved by the Provider in writing and controlled by the Customer.

 

4.4    Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:

(a)    the Customer must not sub-license its right to access and use the Hosted Services;

(b)    the Customer must not permit any unauthorised person or application to access or use the Hosted Services;

(c)    the Customer must not use the Hosted Services to provide services to third parties;

(d)    the Customer must not republish or redistribute any content or material from the Hosted Services;

(e)    the Customer must not make any alteration to the Platform, except as permitted by the Documentation; and

(f)    the Customer must not conduct or request that any other person conduct any load testing or penetration testing on the Platform or Hosted Services without the prior written consent of the Provider.

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    The parties acknowledge and agree that Schedule 2 (Availability SLA) shall govern the availability of the Hosted Services.

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, from time to time during any Subscription Term, purchase an additional number of seats in addition to the number already acquired. Any increasement in number of seats acquired during the term of the Agreement shall, unless otherwise decided upon between the parties expire at the end of the Billing Period which was current at the time of the purchase.

4.14  Sonusoft does not warrant that:

(a)      the Customer's use of the Services will be uninterrupted or error-free;

(b)      that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements;

(c)      the Services will be free from vulnerabilities or viruses;

(d)     the results from the Hosted Services are accurate. Sonusoft disclaims all warranties pertaining to the Hosted Services, explicitly disavowing any assurance of accuracy, validity, timeliness, or completeness of the information and data engendered by the Hosted Services, whether expressed or implied.

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.

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    The Provider shall where practicable give to the Customer at least 5 Business Days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of the Hosted Services or have a material negative impact upon the Hosted Services.

5.3    The Provider shall ensure that all scheduled maintenance is carried out outside Business Hours, following Swedish Time.

5.4    The Provider shall ensure that, during each calendar month, the aggregate period during which the Hosted Services are unavailable as a result of scheduled maintenance, or negatively affected by scheduled maintenance to a material degree, does not exceed 72 hours.

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

(c)    governmental, legal and regulatory licences, consents and permits,

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

 

7.2 The Customer must provide to the Provider, or procure for the Provider, such access to the Customer's computer hardware, software, networks and systems as may be reasonably required by the Provider to enable the Provider to perform its obligations under the Agreement.

7.3 With the limitations provided in Section 8 of these Terms and Conditions the Customer shall own all right, title and interest in and to all Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.

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

7.5 The Customer must not use the 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.

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

7.7 Each Authorised User shall keep their password confidential.

7.8 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 hereby grants to the Provider a non-exclusive, worldwide licence to:

(a)    copy, store and transmit the Customer Data;

(b)    edit, translate and create derivative works of the Customer Data; and

(c)    distribute and publish the Customer Data,

to the extent reasonably required for the performance of the obligations of the Provider under the Agreement. The Customer also grants to the Provider the right to sub-license these rights to its hosting, connectivity and telecommunications service providers strictly for this purpose and subject to any express restrictions elsewhere in the Agreement.

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    The Provider shall create a back-up copy of the Customer Data at least once a month, shall ensure that each such copy is sufficient to enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.

8.4    Within the period of 5 Business Days following receipt of a written request from the Customer, the Provider shall use all reasonable endeavours to restore to the Platform the Customer Data stored in any back-up copy created and stored by the Provider in accordance with Clause 8.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

 

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 Charges 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 Services Order Form.

9.7    Subject to Clause 17.1:

(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 embedded in the Platform and the Services and their content, features and functionality, such as copyrights, patents, trademarks, knowhow and trade secrets, are and will remain the exclusive intellectual property of Sonusoft and 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 to Sonusoft in accordance with these Terms and Conditions. Fees shall be paid yearly in accordance with the date on the invoices.

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  The Provider may elect to vary any element of the Fees by giving to the Customer not less than 30 days' written notice of the variation.

12. Payments

12.1  The Provider shall issue invoices for the Fees to the Customer yearly.

12.2  The Customer must pay the Charges to the Provider within the period of 30 days following the receipt of an invoice issued in accordance with this Clause 12.

12.3  If the Customer does not pay any amount properly due to the Provider under these Terms and Conditions, the Provider may charge the Customer interest on the overdue amount at the rate of 12% per annum. Interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month.

13. Provider's confidentiality obligations

13.1  The Provider must:

(a)    keep the Customer Confidential Information strictly confidential;

(b)    not disclose the Customer Confidential Information to any person without the Customer's prior written consent, and then only under conditions of confidentiality approved in writing by the Customer;

(c)    use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;

(d)    act in good faith at all times in relation to the Customer Confidential Information; and

(e)    not use or allow the use of any of the Customer Confidential Information for any purpose other than the Permitted Purpose.

 

13.2  Notwithstanding Clause 13.1, the Provider may disclose the Customer Confidential Information to the Provider's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Agreement and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

 

13.3  This Clause 13 imposes no obligations upon the Provider with respect to:

(a)    Customer Confidential Information that is known to the Provider before disclosure under these Terms and Conditions and is not subject to any other obligation of confidentiality;

(b)    Customer Confidential Information that is or becomes publicly known through no act or default of the Provider;

(c)    Customer Confidential Information that is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality; or

(d)    information that is independently developed by the Provider without reliance upon or use of any Customer Confidential Information.

 

13.4  The restrictions in this Clause 13 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, or by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange. If the Provider makes a disclosure to which this Clause 13.4 applies then, to the extent permitted by applicable law, the Provider shall promptly notify the Customer of the fact of the disclosure, the identity of the disclosee, and the Customer Confidential Information disclosed.

13.5  The provisions of this Clause 13 shall continue in force indefinitely following the termination of the Agreement, at the end of which period they will cease to have effect.

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 Provider is hereby authorised by the Customer to engage, as sub-processors with respect to Customer Personal Data, the third parties, and third parties within the categories, identified in Section 5 of Schedule 4 (Data processing information).

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 15.15.

14.16 The Provider must notify the Customer of any Personal Data breach affecting the Customer Personal Data without undue delay and, in any case, not later than 72 hours after the Provider becomes aware of the breach.

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.

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  The Provider warrants to the Customer that:

(a)    the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;

(b)    the Platform will incorporate security features reflecting the requirements of good industry practice.

15.3  The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not breach any laws, statutes or regulations applicable under Swedish law.

15.4  The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with these Terms and Conditions, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.

15.5  If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with these Terms and Conditions infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:

(a)    modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or

(b)    procure for the Customer the right to use the Hosted Services in accordance with these Terms and Conditions.

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 Provider will not provide any legal, financial, accountancy or taxation advice under these Terms and Conditions or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in these Terms and Conditions, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

16.5 Despite the meticulous development of the software, Sonusoft explicitly disclaims any warranty regarding its general usability, fitness for a specific purpose, or compatibility with software produced or provided by third-party entities. Sonusoft absolves itself from liability for damages resulting from gross negligence or intentional actions on its part, with an additional exclusion of liability for damages arising from slight negligence. Moreover, Sonusoft disclaims liability for personal injury and, under the aforementioned conditions, assumes no responsibility for operational failures or the loss of programs and/or data within the user's data processing system.

16.6 Sonusoft disclaims all warranties pertaining to the software, explicitly disavowing any assurance of accuracy, validity, timeliness, or completeness of the information and data engendered by the software, whether expressed or implied.

17. Limitations and exclusions of liability

17.1  Nothing in these Terms and Conditions will:

(a)    limit or exclude any liability for death or personal injury resulting from negligence;

(b)    limit or exclude any liability for fraud or fraudulent misrepresentation;

(c)    limit any liabilities in any way that is not permitted under applicable law; or

(d)    exclude any liabilities that may not be excluded under applicable law.

17.2  The limitations and exclusions of liability set out in this Clause 17 and elsewhere in these Terms and Conditions:

(a)    are subject to Clause 17.1; and

(b)    govern all liabilities arising under these Terms and Conditions or relating to the subject matter of these Terms and Conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these Terms and Conditions.

17.3  The Provider shall not be liable to the Customer in respect of any losses arising out of a Force Majeure Event.

17.4  The Provider shall not be liable to the Customer in respect of any loss of profits or anticipated savings.

17.5  The Provider shall not be liable to the Customer in respect of any loss of revenue or income.

17.6  The Provider shall not be liable to the Customer in respect of any loss of use or production.

17.7  The Provider shall not be liable to the Customer in respect of any loss of business, contracts or opportunities.

17.8  The Provider shall not be liable to the Customer in respect of any loss or corruption of any data, database or software; providing that this Clause 17.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 8.3 and Clause 8.4.

17.9  The Provider shall not be liable to the Customer in respect of any special, indirect or consequential loss or damage.

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 terminate the Agreement by giving to the other party not less than 30 days' prior written notice of termination expiring at the end of the end of the Initial Term or at the end of any Renewal Term.

19.2  Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:

(a)    the other party commits any breach of the Agreement, and the breach is not remediable;

(b)    the other party commits a breach of the Agreement, and the breach is remediable but the other party fails to remedy the breach within the period of 30 days following the giving of a written notice to the other party requiring the breach to be remedied; or

(c)    the other party persistently breaches the Agreement (irrespective of whether such breaches collectively constitute a material breach).

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  The Provider may terminate the Agreement immediately by giving written notice to the Customer if:

(a)    any amount due to be paid by the Customer to the Provider under the Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

(b)    the Provider has given to the Customer at least 30 days' written notice, following the failure to pay, of its intention to terminate the Agreement in accordance with this Clause 19.4.

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

20. Effects of termination

20.1  Upon the termination of the Agreement, all of the provisions of these Terms and Conditions shall cease to have effect, save that the following provisions of these Terms and Conditions shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.11, 9.7, 12.2, 13, 14, 17, 20, 22, 23, 24, 25, 27, 28, 29.

20.2  Except to the extent expressly provided otherwise in these Terms and Conditions, the termination of the Agreement shall not affect the accrued rights of either party.

20.3  Within 30 days following the termination of the Agreement for any reason:

(a)    the Customer must pay to the Provider any Fees in respect of Services provided to the Customer before the termination of the Agreement; and

(b)    the Provider must refund to the Customer any Fees paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of the Agreement,

without prejudice to the parties' other legal rights.

21. Notices

21.1  Any notice from one party to the other party under these Terms and Conditions must be given by one of the following methods (using the relevant contact details set out in Section 5 of the Services Order Form and Clause 21.2):  

(a)    delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or

(b)    sent by recorded signed-for post, in which case the notice shall be deemed to be received 2 Business Days following posting,

providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

 

21.2  The Provider's contact details for notices under this Clause 21 are as follows:

(a)      Mailing address:

Sonusoft AB

Trädgårdsgatan 17, Lgh 1202

22353 Lund

Sweden

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

 

21.3  The addressee and contact details set out in Section 5 of the Services Order Form and Clause 21.2 may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 21.

22. Assignment

22.1  The Customer hereby agrees that the Provider may assign, transfer or otherwise deal with the Provider's contractual rights and obligations under these Terms and Conditions.

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

26.1  The Provider may vary the Agreement by giving to the Customer at least 30 days' written notice of the proposed variation, providing that if the Provider gives to the Customer a notice under this Clause 26.1, the Customer shall have the right to terminate the Agreement by giving written notice of termination to the Provider at any time during the period of 14 days following receipt of the Provider's notice.

27. Entire agreement

27.1  The Services 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  Neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which it relied in entering into the Agreement.

27.3  The provisions of this Clause 27 are subject to Clause 17.1.

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  References in these Terms and Conditions to "calendar months" are to the 12 named periods (January, February and so on) into which a year is divided.

29.4  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.       Introduction

1.1    This acceptable use policy (the "Policy") sets out the rules governing:

(a)    the use of the website at https://sonusoft.com and https://acoulatis.com, any successor website, and the services available on that website or any successor website (the "Services"); and

(b)    the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

1.2    References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to identify provider (and "we" and "our" should be construed accordingly).

1.3    By using the Services, you agree to the rules set out in this Policy.

1.4    We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.

1.5    You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.

2.       General usage rules

2.1    You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

2.2    You must not use the Services:

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

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

2.3    You must ensure that all Content complies with the provisions of this Policy.

3.       Unlawful Content

3.1    Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

3.2    Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:

(a)    be libellous or maliciously false;

(b)    be obscene or indecent;

(c)    infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d)    infringe any right of confidence, right of privacy or right under data protection legislation;

(e)    constitute negligent advice or contain any negligent statement;

(f)    constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g)    be in contempt of any court, or in breach of any court order;

(h)    constitute a breach of racial or religious hatred or discrimination legislation;

(i)     constitute a breach of official secrets legislation; or

(j)     constitute a breach of any contractual obligation owed to any person.

3.3    You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4.       Graphic material

4.1    Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children over 12 years of age.

4.2    Content must not depict violence in an explicit, graphic or gratuitous manner.

4.3    Content must not be pornographic or sexually explicit.

5.       Factual accuracy

5.1    Content must not be untrue, false, inaccurate or misleading.

5.2    Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6.       Negligent advice

6.1    Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.

6.2    Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7.       Etiquette

7.1    Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

7.2    Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

7.3    Content must not be liable to cause annoyance, inconvenience or needless anxiety.

7.4    You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

7.5    You must not use the Services for the purpose of deliberately upsetting or offending others.

7.6    You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.

7.7    You must ensure that Content does not duplicate other content available through the Services.

7.8    You must ensure that Content is appropriately categorised.

7.9    You should use appropriate and informative titles for all Content.

7.10  You must at all times be courteous and polite to other users of the Services.

8.       Marketing and spam

8.1    You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering.

8.2    Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.

8.3    You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.

8.4    You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.

8.5    You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.

9.       Regulated businesses

9.1    You must not use the Services for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.

9.2    You must not use the Services for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.

9.3    You must not use the Services for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.

10.    Monitoring

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

11.    Data mining

11.1  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.

12.    Hyperlinks

12.1  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.

13.    Harmful software

13.1  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.

13.2  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

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

1.2    In this Schedule 2, "uptime" means the percentage of time during a given period when the Hosted Services are available at the gateway between public internet and the network of the hosting services provider for the Hosted Services.

2.       Availability

2.1    The Provider shall use reasonable endeavours to ensure that the uptime for the Hosted Services is at least 90% during each calendar month.

2.2    The Provider shall be responsible for measuring uptime, and shall do so using any reasonable methodology.

3.       Exceptions

3.1    Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether the Provider has met the uptime guarantee given in Section 2.1:

(a)    a Force Majeure Event;

(b)    a fault or failure of the internet or any public telecommunications network;

(c)    a fault or failure of the Provider's hosting infrastructure services provider, unless such fault or failure constitutes an actionable breach of the contract between the Provider and that company;

(d)    a fault or failure of the Customer's computer systems or networks;

(e)    any breach by the Customer of the Agreement; or

(f)    scheduled maintenance carried out in accordance with the Agreement.

 

 

Schedule 3 (Support SLA)

1.       Introduction

1.1    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    The Provider shall ensure that the helpdesk is operational and adequately staffed 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;

(c)    moderate: 4 Business Days; and

(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    The Provider shall use reasonable endeavours to resolve issues raised through the Support Services promptly, and in any case in accordance with the following time periods:

(a)    critical: 1 Business Day;

(b)    serious: 2 Business Days;

(c)    moderate: 4 Business Days; and

(d)    minor: 7 Business Days.

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

5.1    If the total hours spent by the personnel of the Provider performing the Support Services during any calendar month exceed 2 hours then:

(a)    the Provider will cease to have an obligation to provide Support Services to the Customer during the remainder of that period; and

(b)    the Provider may agree to provide Support Services to the Customer during the remainder of that period, but the provision of those Support Services will be subject to additional Charges.

5.2    The Provider shall have no obligation to provide Support Services:

(a)    to the extent that the requested Support Services amount to general training in the use of the Hosted Services;

(b)    in respect of any issue that could have been resolved by a competent person who had received general training in the use of the Hosted Services;

(c)    in respect of any duplicate issues raised by or on behalf of the Customer;

(d)    in respect of any issue caused by the improper use of the Hosted Services by or on behalf of the Customer; or

(e)    in respect of any issue caused by any alteration to the Hosted Services, or to the configuration of the Hosted Services, made without the prior written consent of the Provider.

 

 

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:

  • Registered users;

  • Visitors to the website;

  • Customers;

  • Employees;

  • Partners; and

  • Service providers.

2.       Types of Personal Data

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

  • Name;

  • Email address;

  • Contact details;

  • Billing information;

  • IP address;

  • User-generated content;

  • Usage data; and

  • Location data.

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;

  • 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:

  • Encryption of data in transit and at rest;

  • Access controls and authentication mechanisms;

  • Regular security assessments and audits;

  • Employee training on data protection practices;

  • Incident response and breach notification procedures; and

  • Compliance with industry standards and regulations.

5.       Sub-processors of Personal Data

In relation to specific authorizations, the sub-processors of personal data are those entities listed in the Data Processing Agreement. In relation to general authorizations, the categories of sub-processors may include but are not limited to:

  • Hosting providers;

  • Payment processors;

  • Customer support service providers;

  • Analytics service providers; and

  • Marketing service providers.

Schedule 5 (Services Specification)

By use of the Services provided by Sonusoft under the SaaS Agreement the Customer is granted access to Sonusoft´s Platform, Acoulatis. By using the Platform, the Customer will import Customer Data into the Platform where the Client will be able to apply the numerical model embedded in the Platform to calculate the sound insulation of building elements.

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