Terms and conditions

1. Company Information

SoundEar A/S
VAT: DK21060380
Alfavej 4C
DK-3250 Gilleleje
Denmark
Email: soundear@soundear.com
Phone: +45 39 40 90 02

2. Scope and B2B Use

These Terms and Conditions apply to SoundEar Cloud, a digital/cloud-based service offered by SoundEar A/S exclusively to business customers (B2B). By purchasing, activating or using SoundEar Cloud, the customer represents and warrants that it acts as a business customer and not as a consumer.
If the customer provides incorrect business, VAT or billing information, or if the customer falsely represents that it acts as a business customer, the customer must indemnify, defend and hold SoundEar harmless from and against any claims, costs, taxes, penalties, fines, chargebacks, legal costs, reasonable attorney’s fees or other losses arising from that incorrect information or misrepresentation.
SoundEar Cloud provides online access to sound-level measurement data from compatible SoundEar devices, including dashboards, measurement data, device overview, data storage, reporting features and online configuration for compatible SoundEar devices. SoundEar Cloud does not record or store audio. Only sound-level measurement data and related account, device and technical data are stored.
SoundEar Cloud is intended as a noise monitoring, awareness, documentation and reporting tool. Unless expressly agreed in writing, it is not a substitute for any legally required accredited measurement, official inspection, certified occupational assessment or specialist acoustic consultancy.

3. Compatible Devices and Measuring Points

SoundEar Cloud access is purchased and activated per measuring point. One measuring point means one registered SoundEar device or one separately licensed measurement location in SoundEar Cloud.
Use of SoundEar Cloud requires compatible SoundEar hardware and a suitable internet connection. SoundEar®4 devices can connect directly to SoundEar Cloud when correctly configured. SoundEar3 devices may require a SoundEar Micro-PC or another approved connection method. Compatibility may depend on device model, firmware, configuration and network conditions.
The customer is responsible for ensuring that its hardware, firmware, network and account setup support the intended use of SoundEar Cloud.

4. Prices, VAT, Taxes and Gross-up

Unless otherwise stated during the purchase process, prices for SoundEar Cloud are stated in EUR and exclusive of VAT, duties, withholding taxes, bank charges and other taxes or fees.

The standard price for paid SoundEar Cloud access is EUR 300 excluding VAT per measuring point for 12 months, unless another price is stated in the webshop, quotation or written agreement with SoundEar.

For Danish business customers, Danish VAT will be added where applicable. For business customers in other EU countries, reverse charge may apply where the customer provides a valid EU VAT number and that number is validated during checkout or otherwise accepted by SoundEar. If the VAT number cannot be validated at the time of purchase, including where VIES or another validation service is unavailable, Danish VAT may be charged unless SoundEar later accepts manual validation.

For customers outside the EU, Danish VAT will not normally be charged where the sale qualifies as a B2B sale outside the EU. The customer is responsible for providing correct company, VAT and billing information and for paying any taxes, duties or charges applicable in the customer’s jurisdiction.
All payments must be made free and clear of any withholding tax, deduction, set-off, bank fee, currency conversion charge or local tax imposed outside Denmark. If any withholding, deduction or charge is required by law or imposed by the customer’s bank, payment provider or jurisdiction, the customer must gross up the payment so that SoundEar receives the full net amount invoiced or charged by SoundEar.

5. Payment

For online purchases through soundear.com, payment is made by card or by another payment method made available at checkout. Invoice, EAN or manual billing is only available where expressly accepted by SoundEar in writing.
SoundEar may use third-party payment providers to process payments. The customer must comply with the terms and security requirements of the relevant payment provider.
SoundEar may withhold activation or extension of SoundEar Cloud access until payment has been completed, approved and received or otherwise accepted by SoundEar.

6. Access and Activation

SoundEar Cloud is delivered digitally. The customer must create a SoundEar Cloud account and add the relevant device or activation key according to the instructions provided by SoundEar.
Where a SoundEar device is supplied with included introductory SoundEar Cloud access, the included access period starts automatically when the compatible device is registered in SoundEar Cloud, unless otherwise stated by SoundEar.
For paid access purchased separately, the 12-month access period starts when the 1-Year Access Key is activated or used to extend an existing measuring point, unless otherwise stated in the purchase confirmation or agreed in writing.
The customer is responsible for managing users, access rights, device labels, measurement locations and account settings within SoundEar Cloud.

7. Prepaid Access and Renewal

SoundEar Cloud is sold as prepaid access for a fixed period. It is not an automatically renewing subscription.
Access does not renew automatically, and SoundEar will not charge the customer automatically for a new access period. Before expiry, SoundEar may send a renewal reminder. If the customer wishes to continue using SoundEar Cloud after expiry, the customer must purchase and activate a new access period or agree renewal with SoundEar in writing.
If access is not renewed, access to SoundEar Cloud for the relevant measuring point will expire at the end of the active period. After expiry, online access, data collection, reporting and storage features may be limited, suspended or discontinued for the expired measuring point.

8. Cancellation, Refunds and Expiry

Because SoundEar Cloud access does not renew automatically, no cancellation is required to avoid renewal. The customer can stop using SoundEar Cloud by allowing the active access period to expire.
Prepaid SoundEar Cloud access is non-refundable once the access key has been activated or the access period has started, unless otherwise agreed in writing with SoundEar or required by mandatory law.
Non-activated access keys may only be cancelled or refunded by written agreement with SoundEar. Business customers do not have the consumer 14-day withdrawal right.

9. Data Retention After Expiry

The customer should export any measurement data it wishes to retain before the relevant access period expires.
After expiry of a measuring point’s access period, SoundEar may provide a read-only export window of up to 30 days, during which the customer may be able to access and export historical measurement data for that measuring point. During this read-only period, new data collection, reporting and configuration features may be unavailable.
After the read-only export window has ended, SoundEar may delete, anonymise or irreversibly restrict access to historical data for the expired measuring point, unless SoundEar is required by law to retain specific data for a longer period or has agreed otherwise in writing. SoundEar is not responsible for customer data that the customer fails to export before deletion or anonymisation under this clause.

10. Hosting, Data Processing and Privacy

SoundEar Cloud may involve storage and processing of customer, account, device, technical and measurement data. SoundEar Cloud does not record or store audio. Only sound-level measurement data and related information are stored.
Data stored in SoundEar Cloud may include company and contact information, user account information, device IDs, device names, device settings, location labels entered by the customer, noise measurement data, timestamps, reports and technical logs required to operate and support the service.
SoundEar intends to host SoundEar Cloud data within the EU/EEA, unless otherwise stated in SoundEar’s privacy documentation or Data Processing Agreement. SoundEar may use hosting providers and other sub-processors where necessary to operate, secure, maintain and support SoundEar Cloud.
Any processing of personal data will be handled in accordance with applicable data protection requirements and SoundEar’s relevant privacy documentation. The customer is responsible for ensuring that information entered into SoundEar Cloud, including user names, location names and labels, is lawful and appropriate.
Where SoundEar processes personal data on behalf of the customer as a data processor, SoundEar’s Data Processing Agreement is incorporated into these Terms by reference and applies to such processing. The DPA will be made available at: https://soundear.com/soundear-cloud-data-processing-agreement/. By accepting these Terms, the customer also accepts the incorporated DPA.
SoundEar’s privacy policy will be made available at: https://soundear.com/privacy-policy/.

11. Aggregated and Anonymised Data

SoundEar may collect, generate and use aggregated and anonymised data derived from the operation and use of SoundEar Cloud, including measurement statistics, technical performance data, device diagnostics and usage patterns, for service operation, security, analytics, benchmarking, product improvement, documentation, reporting development and future algorithm or feature development.
SoundEar will not use aggregated or anonymised data in a way that identifies the customer, individual users, individual persons or specific non-public customer locations, unless the customer has expressly agreed otherwise in writing.
SoundEar shall hold sole and exclusive ownership of all rights, title and interest in and to such aggregated and anonymised data, as well as any algorithms, models, insights, analytics, benchmarks, improvements or features derived therefrom.

12. Intellectual Property and Licence

SoundEar and its licensors retain all rights, title and interest in and to SoundEar Cloud, including software, source code, object code, user interface, design, databases, documentation, reports, templates, trademarks, trade names, know-how, algorithms, concepts, analytics methods and all related intellectual property rights.
The customer receives only a limited, non-exclusive, non-transferable, non-sublicensable and revocable right to access and use SoundEar Cloud during the active access period and solely for the customer’s internal business purposes in accordance with these Terms.
The customer must not copy, modify, reverse engineer, decompile, disassemble, resell, rent, lease, sublicense, make available to third parties, scrape, interfere with, or attempt to derive the source code, structure, algorithms or underlying ideas of SoundEar Cloud, except to the extent such restriction is prohibited by mandatory law.
No rights are granted to the customer except those expressly stated in these Terms. SoundEar may suspend or terminate access if the customer infringes SoundEar’s intellectual property rights or uses SoundEar Cloud outside the permitted licence.
SoundEar may use the customer’s company name, logo and trademarks to identify the customer as a user of SoundEar Cloud on SoundEar’s website, customer lists and marketing materials, unless the customer expressly opts out in writing.

13. Customer Responsibilities

The customer is responsible for correct installation, calibration, configuration, network access, user management and use of SoundEar devices and SoundEar Cloud.
The customer must keep login credentials secure and must not allow unauthorised access to SoundEar Cloud. The customer must notify SoundEar without undue delay if it suspects unauthorised use of an account or device.
The customer must not misuse SoundEar Cloud, attempt unauthorised access, interfere with the service, upload unlawful data, circumvent technical restrictions, overload the platform, or use the service in a way that may damage SoundEar, other customers or the operation of the platform.
The customer represents and warrants that it is not located in an embargoed country and is not listed on any EU, US, UN or other applicable list of sanctioned, restricted or prohibited parties. The customer must not use SoundEar Cloud in violation of applicable trade sanctions, export control rules or restrictive measures. SoundEar may immediately suspend or terminate access without liability or refund if this representation is breached or if SoundEar reasonably determines that continued access may expose SoundEar to sanctions, export-control or compliance risk.
The customer must indemnify, defend and hold SoundEar harmless from and against claims, losses, costs, expenses and reasonable attorney’s fees arising from the customer’s unlawful use of SoundEar Cloud, breach of these Terms, incorrect data supplied by the customer, unauthorised user access caused by the customer, or infringement of third-party rights caused by customer content, labels or configuration choices.

14. Service Availability, Maintenance and Third-Party Services

SoundEar Cloud is provided on an “as is” and “as available” basis, unless otherwise expressly agreed in writing.
SoundEar may perform maintenance, updates, security changes and technical improvements to SoundEar Cloud. This may occasionally result in temporary interruptions, reduced functionality or changes to the service.
Unless a separate written service level agreement has been entered into, SoundEar does not promise a specific uptime, response time or service level for SoundEar Cloud. SoundEar will use reasonable efforts to maintain the service and to carry out planned maintenance with reasonable care.
SoundEar may update, modify or discontinue individual features where this is necessary for security, reliability, legal compliance, technical development or product improvement.
SoundEar Cloud may depend on third-party hosting, internet connectivity, payment providers, identity providers, email delivery, network infrastructure and other third-party services. SoundEar is not liable for failures, delays, interruptions or security incidents caused by third-party services, customer networks, customer equipment or factors outside SoundEar’s reasonable control.

15. Support and Technical Issues

If the customer experiences technical issues with SoundEar Cloud, the customer should contact SoundEar at soundear@soundear.com and provide the information reasonably required to investigate the issue, including account details, device model, device ID, firmware version, network setup and a description of the problem.
Standard support includes reasonable assistance with account access, activation, device registration and general technical issues related to SoundEar Cloud. Unless otherwise agreed in writing, SoundEar provides support on a best-efforts basis during standard Danish business hours and does not provide guaranteed response times, on-site support or continuous monitoring as part of standard SoundEar Cloud access.

16. Force Majeure

SoundEar is not liable for delay, non-performance, interruption, data unavailability or service failure caused by circumstances beyond SoundEar’s reasonable control. Such circumstances include, without limitation, war, terrorism, civil unrest, natural disasters, fire, flood, epidemic, pandemic, labour disputes, government action, legal restrictions, power failure, internet or telecommunications failure, hosting-provider outage, cloud-provider failure, cyberattack, denial-of-service attack, malware, security incident, payment-provider failure or failure of other third-party services.
If a force majeure event affects SoundEar Cloud, SoundEar may suspend or modify performance for as long as the event continues and for a reasonable recovery period afterwards.
For the avoidance of doubt, a force majeure event does not excuse or delay the customer’s obligation to pay any outstanding fees owed to SoundEar.

17. Liability

SoundEar is liable in accordance with Danish law, subject to the limitations set out in these Terms and Conditions.
To the maximum extent permitted by applicable law, SoundEar is not liable for indirect loss or consequential loss, including loss of profit, loss of revenue, loss of business, loss of goodwill, operational loss, loss of data, loss caused by service interruption, loss caused by network or third-party service failure, loss caused by customer configuration, loss caused by failure to export data before expiry or deletion, or claims from third parties.
To the maximum extent permitted by applicable law, SoundEar’s total aggregate liability arising out of or in connection with SoundEar Cloud is limited to the amount paid or payable by the customer for SoundEar Cloud access for the affected measuring point during the 12 months preceding the event giving rise to the claim, or EUR 100, whichever is greater.
Nothing in these Terms and Conditions limits liability that cannot be limited under mandatory law, including liability for intent, gross negligence, fraud or personal injury where such exclusion is not permitted.

18. Changes to SoundEar Cloud and These Terms

SoundEar may update these Terms and Conditions from time to time. The version applicable to the customer’s purchase is the version available or referenced at the time of purchase, unless mandatory law requires otherwise or the customer accepts a later version.
SoundEar may make technical, security, operational or functional changes to SoundEar Cloud where this is reasonably required for operation, maintenance, compliance, product improvement or business development. Such changes do not entitle the customer to a refund unless required by mandatory law or expressly agreed in writing.

19. Assignment

The customer may not assign, transfer or otherwise dispose of its rights or obligations under these Terms without SoundEar’s prior written consent. SoundEar may freely assign its rights and obligations under these Terms to any affiliate or in connection with a merger, acquisition, reorganisation, restructuring or sale of assets or business.

20. Severability

If any provision of these Terms is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. The invalid, illegal or unenforceable provision shall be replaced or interpreted to the maximum extent permitted by law so as to reflect the original commercial and legal intent as closely as possible.

21. Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, representations, promises, statements or agreements, whether oral or written, regarding SoundEar Cloud, unless expressly incorporated by written agreement signed by SoundEar.

22. Governing Law and Disputes

These Terms and Conditions are governed by Danish law, excluding conflict-of-law rules that would lead to the application of another country’s law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Any dispute arising out of or in connection with SoundEar Cloud, including disputes regarding the existence, validity, breach or termination of these Terms, shall be finally settled by arbitration administered by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The seat of arbitration shall be Copenhagen, Denmark. The language of arbitration shall be English, unless the parties agree otherwise.
Notwithstanding the above, SoundEar may seek injunctive relief, protection of intellectual property rights, or recovery of unpaid amounts before the ordinary courts where this is reasonably necessary.