Date: 16 December 2025
IMPORTANT LEGAL DISCLAIMER: The terms are for guidance. It is not legal advice and should be as a guiding document. You must consult with qualified legal counsel in your jurisdiction for eg. (Ontario, Canada) to review as legal requirements vary, and these terms may not account for all specific regulatory or jurisdictional nuances.
1.1 “Contract” means the written agreement for the sale of Products and/or services by The Sound Pod Ltd. to the Client or, if there shall be none, The Sound Pod Ltd.’s quotation and, when applicable, the written confirmation of order.
1.2 “The Sound Pod Ltd.” means The Sound Pod Ltd., a company incorporated in Ontario, Canada, and, when the context shall require, its affiliates.
1.3 “Party”/”Parties” shall refer to The Sound Pod Ltd. and/or the Client, as the case may be.
1.4 “Product” means The Sound Pod Ltd.’s goods that The Sound Pod Ltd. sells to the Client under the Contract, specifically referring to its range of soundproof pods (e.g., Solo Pod, Focus Pod, Team Pod, Summit Pod, Event Pod).
1.5 “Client” means the company, entity, or individual described in the Contract.
1.6 “Specifications” means the technical definition and/or description stipulated in the Contract, or in the absence of such stipulation and for all aspects not covered therein, The Sound Pod Ltd.’s technical definition and/or description in force at the date of the Contract.
2.1 Unless otherwise stated, quotations are valid for acceptance within ninety (90) days from their issuance and are subject to confirmation by The Sound Pod Ltd. at the time of such acceptance. Quotations are submitted for acceptance as a whole based on all their terms and conditions, and any reduction or increase in the quoted scope of supply may result in a variation in the price.
2.2 The scope of supply and execution shall be specified in the Contract. Goods or services not referred to therein shall be charged additionally.
3.1 Unless otherwise expressly agreed in writing, the Terms shall be incorporated in all Contracts. Together with any other warranties, terms, conditions, and representations expressly referred to in the Contract and forming part thereof, they represent the complete agreement between The Sound Pod Ltd. and the Client regarding the sale of the Products and services, superseding all previous agreements, arrangements, and understandings, if any, concerning such sale. There are no promises, terms, conditions, oral or written, express or implied, other than these Terms and those contained or expressly referred to in the Contract. Any terms and conditions or any document which conflict with or are in addition to the Contract not signed by The Sound Pod Ltd. shall not form part of the Contract or apply to the sale and purchase of the Products and services.
3.2 Orders and verbal agreements shall be binding on The Sound Pod Ltd. only when accepted by the signature of the Contract by The Sound Pod Ltd., irrespective of any conditions specified in the Client’s order.
3.3 No Contract may be amended (including by way of changes to the drawings or otherwise), canceled, or suspended except with the approval in writing of both Parties, and the effective date of such amendment, cancellation, or suspension shall be the date of its written acceptance by both Parties.
3.4 Any amendment, cancellation, or suspension will be subject to a fee following The Sound Pod Ltd.’s fee policy available on request or at The Sound Pod Ltd.’s customer portal. If not otherwise stated in such fee policy, any cancellations or changes made: a) later than 48 hours after The Sound Pod Ltd.’s order confirmation will incur a fee as specified in The Sound Pod Ltd.’s fee policy, or b) after the Products have been already packaged at The Sound Pod Ltd.’s facilities (or its manufacturing partner’s facilities) will incur a fee as specified in The Sound Pod Ltd.’s fee policy. Delivery address changes later than [seven (7)] days before the shipping date will incur a fee as specified in The Sound Pod Ltd.’s fee policy.
3.5 The Sound Pod Ltd.’s catalog, brochures, price lists, reports, and recommendations, whether in electronic or any other form, do not constitute offers made by The Sound Pod Ltd. All information and data contained therein shall be binding on The Sound Pod Ltd. only to the extent that they are by reference expressly incorporated in the Contract.
4.1 All drawings and technical documentation relating to the Products, their manufacture, or installation, submitted by The Sound Pod Ltd. before or after the formation of the Contract shall remain the property of The Sound Pod Ltd. and shall not, without the written consent of The Sound Pod Ltd., be used for any other purpose than that for which they were provided. They may not be copied, reproduced, transmitted, or communicated to a third party (except to the End Customer of the Products as disclosed by the Client and agreed to in the Contract) or be used for the manufacture, design, or any other unauthorized purpose.
4.2 At any time before the delivery of The Sound Pod Ltd.’s final contract/drawings to the Client, The Sound Pod Ltd. reserves the right to make any necessary alterations to the drawings and technical documentation relating to the Products without prior notice.
4.3 Weight data shall be considered as approximate indications unless expressly confirmed as binding.
4.4 The Sound Pod Ltd. shall, within the time specified in the Contract, provide information and drawings that are necessary to permit the Client to operate and maintain the Products. Such information and drawings shall be supplied in the number of copies agreed upon in the Contract or at least one copy of each. The Sound Pod Ltd. shall not be obligated to provide manufacturing drawings for the Products or spare parts. Unless agreed otherwise by the Parties, the information and drawings shall be in English.
4.5 The Client is responsible for ensuring that the local building AHJ (Authority Having Jurisdiction) is fully consulted before specifying and placing an order for The Sound Pod Ltd. Products.
4.6 The Client acknowledges that Products may include software components that are covered by various open-source licenses (“Open-Source Components”). To the extent the relevant open-source license terms apply to any such Open-Source Components, the Client shall follow and act in accordance with such terms. To the extent the specific terms of the open-source license applicable to Open-Source Components prohibit or limit any of the restrictions set out in these Terms concerning such Open-Source Components, such restrictions will not apply to such Open-Source Components. The terms of the applicable open-source license may permit the Client to modify the Open-Source Components, and should the Client use such rights under the applicable open-source license terms, the warranty set out in these Terms shall not be effective and shall not be relied upon by the Client.
5.1 The Products shall be delivered in accordance with the delivery term specified in the Contract. However, notwithstanding the agreed delivery term, The Sound Pod Ltd. is responsible for the loading of the goods only if the named place of delivery is The Sound Pod Ltd.’s (or its manufacturing partner’s) place of business.
5.2 The delivery schedules shall be as specified in the Contract.
5.3 Partial shipments, transshipment, and transloading shall be permitted unless otherwise agreed.
5.4 The Sound Pod Ltd. undertakes to inform the Client of eventual delays, their causes, and duration at the earliest convenience.
5.5 The Sound Pod Ltd. shall be liable for delays in the delivery of the Products only if, and to the extent that, all of the following conditions are fulfilled: a) a fixed delivery date has been expressly agreed upon in writing between the Parties; b) the delay exceeds [six (6) weeks]; and c) it is established that the delay is caused by The Sound Pod Ltd.’s negligence. Damages, if any, will not be payable to the Client for delays in the delivery of the Products. The term “week” as used above shall mean subsequent periods of seven days immediately following the expiry of the [six-week] period referred to in (b) above. If the delay exceeds [three months], the Client shall have the right to cancel the sale for the delayed portion of the delivery. The cancellation specified shall be the Client’s sole and exclusive remedy, and The Sound Pod Ltd. shall have no other liability whatsoever for any delay or failure by The Sound Pod Ltd. to deliver the Products.
5.6 Client shall inspect each shipment at the time of receipt of the shipment and shall promptly – latest within [five calendar (5)] days – report to The Sound Pod Ltd. any discrepancies in any shipment and follow any mandatory regulations and instructions given by The Sound Pod Ltd. Any missing goods or visible damage must be marked in the paperwork provided by the driver. The scope of the inspection shall be at least the following: i) the Product type and model, ii) the quantity, and iii) the packaging for physical damage.
5.7 If the Client fails to take delivery of the Products as agreed, a storage fee will be applied following The Sound Pod Ltd.’s fee policy available on request or at The Sound Pod Ltd.’s customer portal. If not otherwise stated in such fee policy, the storage fee of [100 CAD] per stored crate/unit per day will begin to accrue immediately after the agreed delivery ship date mentioned on the sales order confirmation.
5.8 Title to the Products will pass to the Client only after full payment of the purchase price as well as any accrued interest on arrears.
6.1 The Sound Pod Ltd. Future products may be connected devices. You will be informed if this is the the case. These Products may generate data on their usage (e.g., occupancy, environmental factors) which may be transferred to The Sound Pod Ltd.’s server for analytics and product improvement. The Client is obligated to inform its End-Customers (users of the Pods) that the Products may collect aggregated and anonymized data upon use.
6.2 The Client acknowledges that the processing of end-customer data by The Sound Pod Ltd. in connection with such connectivity and Products is made in accordance with The Sound Pod Ltd.’s Privacy Policy, available on its website. The Sound Pod Ltd. retains the right to use generated non-personal data to develop its products and services. For any data-related requests concerning personal data, the End-Customer can contact The Sound Pod Ltd.’s Technical Support and Service.
7.1 Unless otherwise stated in the Contract, prices are net or as specified in the Contract. Insurance and other costs, if any, will be charged additionally. Applicable sales tax (e.g., HST in Ontario, Canada), VAT, and similar taxes, levies, or duties will be added at the appropriate rate, where applicable.
7.2 The price for installation of the Products is included in the purchase price at a specific productivity rate calculation. We reserve the right to charge additionally for installations that do not meet this productivity formula due to the installation environment or any unforeseen issues with delivery, workspace or other impacting obstacles as deemed by The Sound Pod Ltd or its installation partners.
7.3 The cost for one time delivery of the Products is included in the purchase price. We reserve the right to charge additionally for any changes or delivery failures.
7.4 The Sound Pod Ltd. reserves the right to increase the price by the amount of increased costs due to changes or alterations requested by the Client, or due to interruptions or delays affecting the installation or commissioning and for which The Sound Pod Ltd. is not responsible.
8.1 If applicable, the correct payment guarantee (letter of credit, bank guarantee, etc.) shall be received by The Sound Pod Ltd. before the time of delivery as specified in the Contract. The applicable payment guarantee shall be irrevocable, confirmed, and payable at sight. All charges for confirmation and amendments shall be for the account of the applicant.
8.2 Unless other payment terms have been agreed to in the Contract, the Client shall pay [as per agreed payment schedule, e.g., an initial deposit and the remaining balance before delivery].
8.3 The Client shall not withhold any part of the price whether by reason of set-off, counterclaim, missing parts not preventing the usage of the Products, or for any other reason. Payment shall be deemed effective when full payment in the agreed currency has been made freely available to The Sound Pod Ltd.
8.4 Payments shall be made within [thirty (30)] days of the date of The Sound Pod Ltd.’s invoice. If any payment shall become overdue, The Sound Pod Ltd. may (without prejudice to any of its other rights) charge a late payment fee and interest on the overdue amount at a rate of [one and a half percent (1.5%)] per calendar month, which interest shall accrue daily from the date payment becomes overdue until The Sound Pod Ltd. receives payment of the overdue amount.
8.5 In case of late payment, The Sound Pod Ltd. may, at its sole discretion and after having notified the Client in writing, suspend its performance under any Contract(s) between the Parties until it receives payment.
8.6 If the Client has not paid the amount due within [three (3)] months, The Sound Pod Ltd. shall be entitled to terminate the Contract as well as any other Contract(s) by notice in writing to the Client, to refuse to provide further Products or services to the Client and to claim compensation for the loss it has incurred.
9.1 The Sound Pod Ltd. may either require the full outstanding balance of the price before dispatching the Products in cash and/or cancel all further deliveries and services without prejudice to any other rights or remedies if: a) an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the Client, b) the Client makes any voluntary arrangement with its creditors or becomes subject to an administration order, c) the Client goes into liquidation, d) an event takes place that, under the law of any jurisdiction, is analogous to any of the acts or events specified in a)-c) above, or e) the financial circumstances of the Client do not justify the payment terms previously agreed.
10.1 The sale and delivery of any Products to the Client shall not transfer, confer, or grant to the Client any intellectual property rights (including but not limited to patents, design patents, copyrights, utility models, and trademarks).
10.2 Copyright and all other intellectual property rights in all literature, manuals, drawings, photographs, and other information supplied by The Sound Pod Ltd. as part of the Products or in connection therewith shall remain the sole property of The Sound Pod Ltd. or, as the case may be, The Sound Pod Ltd.’s licensors.
10.3 The Client shall indemnify The Sound Pod Ltd. against all damages, claims, costs, and expenses arising out of any infringement or alleged infringement of any patent, copyright, trademark, registered design, or other intellectual property rights, which The Sound Pod Ltd. incurs arising out of its compliance with the Client’s requirements, customizations, or specifications. The Sound Pod Ltd. shall not be bound to defend any proceedings brought against it by any third party in respect of any such actual or alleged infringement.
11.1 Products supplied in agreed quantity and quality may only be returned to The Sound Pod Ltd. if a preliminary agreement to do so exists. Unless stated in such agreement, Products will be credited with the invoiced price minus the amounts to cover administrative expenses, installation expenses, delivery costs and inspection. The Sound Pod Ltd. reserves the right to further deduct costs for special technical inspection and/or to repair the returned Products when deemed necessary, and for damages, up to [50%] of the retail sales price, as per The Sound Pod Ltd.’s return policy.
12.1 The Sound Pod Ltd. warrants that the Products are free from defects in material and workmanship for [e.g., five (5)] years from their delivery, unless otherwise specified for certain components.
12.2 Notwithstanding the foregoing, the following parts or products will have a limited warranty period: a) Wear parts including but not limited to gas lifts, leveling gliders, fabrics, felt, carpet, door, door seals, hinges, and locks will have a warranty period of [two (2)] years from the date of delivery; b) Electronic components including but not limited to, LED lights, fans, power and USB chargers, wireless chargers, screens, motion sensors, and motor-driven height adjustment mechanisms will have a warranty period of [two (2)] years from the date of delivery; and c) Product sensors and connectivity components will have a warranty period of [one (1)] year from the date of delivery.
12.3 If the Products contain third-party hardware or software, those shall be subject to the warranties provided by such third parties (if any).
12.4 All software is without warranty of any kind, either express or implied.
12.5 The Client needs to activate this warranty by completing the installation report form either via the Service Tool, the Product’s user interface, or in another form instructed by The Sound Pod Ltd. or its trained installer/Client’s building service provider.
12.6 If The Sound Pod Ltd. Products are sold forward, the new Client needs to activate the warranty by following the procedure described in Clause 12.5.
12.7 For this warranty to be applicable, the Product must be used indoors in normal office/home/event conditions, it must be maintained following The Sound Pod Ltd.’s instructions, and any dismantling or repair of the Product must be completed following the same.
12.8 If a Product is not installed by a The Sound Pod Ltd.-trained installer or Client’s building service provider following instructions, The Sound Pod Ltd. is not obligated to fix any defects.
12.9 During the warranty period and upon the Client’s written request, The Sound Pod Ltd. undertakes at its sole discretion to either repair, replace, or refund the price of any parts of the Products delivered which can be proved to be damaged due to bad material, faults in design, poor workmanship, or which fail to meet the Specifications. The Sound Pod Ltd. may use its trained distributors or installation partners to complete the warranty service.
12.10 Any warranty service will not result in a suspension or interruption of the warranty period or start a new one.
12.11 Notwithstanding anything to the contrary, this warranty does not apply to: a) normal wear and tear, including but not limited to changes in surface finishes or pilling of textiles; b) use of the Products in connection with non-The Sound Pod Ltd. parts, spares, or materials which have not been approved by The Sound Pod Ltd.; c) repairs, alterations, or customization carried out without The Sound Pod Ltd.’s written consent, or faulty repairs executed by others than The Sound Pod Ltd. or its authorized partner; or d) Products that have been moved or dismantled against The Sound Pod Ltd.’s instructions.
12.12 The Client shall, without delay, and in no case later than [twenty-one (21)] days after discovering the defect which it believes may constitute a breach of warranty, notify The Sound Pod Ltd.’s Technical Support and Service in writing. Such notice shall consist of a duly completed Warranty Claim Form (available from The Sound Pod Ltd.’s Technical Support and Service) and any additional information the Client and/or The Sound Pod Ltd. may deem relevant. If there is a reason to believe that the defect may cause damage to person(s) or property, notice shall be given immediately after discovering the defect and may be given by phone or e-mail followed by the appropriate complete written notice as described above.
12.13 If the Client fails to notify The Sound Pod Ltd. of the defect within the time specified above, it shall lose its right to have the defect remedied.
12.14 The Client shall provide The Sound Pod Ltd. free of charge with all necessary access and other facilities and all information required to enable The Sound Pod Ltd. to ascertain or verify the nature and cause of the defect claimed and to carry out its warranty obligations.
12.15 For valid warranty claims, The Sound Pod Ltd. shall carry out troubleshooting, dismantling of the defective part, and/or installation of the replacement part if this, in The Sound Pod Ltd.’s opinion, requires special knowledge. If special knowledge is not required in The Sound Pod Ltd.’s opinion, The Sound Pod Ltd. shall have fulfilled its obligation in respect of the defect when it delivers a repaired or replacement part to the Client. If troubleshooting, dismantling, or re-installation of parts necessitates intervention in equipment other than the Products, the labor and cost incurred thereby shall be borne by the Client.
12.16 To verify the validity of the Client’s warranty claim, The Sound Pod Ltd. may need to request the Client to return the part(s) that are suspected to be defective. The Sound Pod Ltd. arranges transportation for the parts. However, if the Client’s warranty claim is unsubstantiated, The Sound Pod Ltd. reserves the right to charge the Client all transport and customs brokerage costs.
12.17 If the Client gives notice of a defect and the defect is deemed not to be covered by the warranty, The Sound Pod Ltd. shall be entitled to full compensation for the work and costs incurred.
12.18 If [twenty-one (21)] days after the expiration of the warranty period the Client has made no specific written claim under the terms of the warranty, The Sound Pod Ltd. shall be released from such warranty obligations.
12.19 THE SOUND POD LTD. EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER REPRESENTATIONS, CONDITIONS, WARRANTIES, OR GUARANTEES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE (INCLUDING BUT NOT LIMITED TO COMMON LAW), ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE WARRANTY SPECIFIED HEREIN IS THE CLIENT’S SOLE AND EXCLUSIVE REMEDY AND IN PLACE OF, NOT IN ADDITION TO, ANY OTHER REMEDY AVAILABLE AT LAW OR IN EQUITY.
13.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR IN ANY CONTRACT, PURCHASE ORDER, OR QUOTATION BETWEEN THE PARTIES, AND TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SOUND POD LTD. AND/OR ITS AFFILIATES, OFFICERS, EMPLOYEES, OR REPRESENTATIVES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL LOSS OR DAMAGE, LOSS OF PROFITS OR REVENUE, LOSS OF USE, LOSS OF DATA, LOSS OF GOODWILL, COST OF CAPITAL OR INVESTMENT OR DOWNTIME COST OR THE LIKE, WHETHER ARISING UNDER THE CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, OR OTHERWISE.
13.2 THE AGGREGATE TOTAL LIABILITY OF THE SOUND POD LTD. AND/OR ITS AFFILIATES, OFFICERS, EMPLOYEES, OR REPRESENTATIVES TOWARDS THE CLIENT UNDER THE CONTRACT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED [50%] OF THE TOTAL PRICE PAID BY THE CLIENT TO THE SOUND POD LTD. UNDER THE CONTRACT OR [FIFTY THOUSAND CANADIAN DOLLARS (CAD 50,000)], WHICHEVER IS LOWER.
13.3 The Sound Pod Ltd. will not be liable to the Client for any breach of its obligations unless written notice is given to The Sound Pod Ltd. within [one (1) year] of the Client having notice of the event forming the basis for the claim.
13.4 If a third party lodges a claim for damages against one of the Parties, the latter Party shall forthwith inform the other Party in writing.
14.1 Notwithstanding anything else to the contrary herein or in any quotation, purchase order, or Contract regarding suspension, The Sound Pod Ltd. shall be entitled to suspend the performance of its obligations where it is clear from the circumstances that the Client will not be able to perform its obligations.
15.1 No Party shall be liable to the other Party if it fails to perform or delays the performance of an obligation due to an event beyond its reasonable control, including but not limited to, strikes, lockouts, industrial disputes, fire, flood, act of God, pandemic, war, insurrection, vandalism, sabotage, invasion, riot, national emergency, piracy, hijack, acts of terrorism, embargoes or restraints, extreme weather or traffic conditions, temporary closure of roads, legislation, regulation, order or other act of any government or governmental agency.
15.2 A Force Majeure event suffered by a subcontractor of a Party shall also discharge a Party from liability if subcontracting from another source cannot be made without unreasonable costs or a significant loss of time.
15.3 The Party claiming to be affected by force majeure shall notify the other Party in writing without delay on the intervention and cessation of such circumstance.
15.4 If force majeure prevents the Client from fulfilling its obligations, it shall compensate The Sound Pod Ltd. for expenses incurred in manufacturing, delivering, securing, and/or protecting the Products.
15.5 Either Party shall be entitled to terminate the Contract by notice in writing to the other Party if the performance of the Contract is suspended due to an event of force majeure as defined herein for more than [three (3)] months.
16.1 Any Contract and the present Terms shall be governed by the laws of the Province of Ontario, Canada, excluding its rules for choice of law and the application of the United Nations Convention on Contracts for the International Sale of Goods.
16.2 Any dispute, controversy, or claim relating to or arising from any quotation, purchase order, or Contract, and the present Terms, or their breach, termination, or validity, shall be finally settled in arbitration in accordance with the Arbitration Rules of the ADR Institute of Canada (or the then-current applicable rules of the relevant arbitration body for Toronto, Ontario). Arbitration proceedings shall take place in Toronto, Ontario. The number of arbitrators shall be one and the language of the proceedings shall be English. The award shall be fully enforceable and not be subject to appeal.
16.3 Alternatively, The Sound Pod Ltd. shall have the right to raise a claim against the Client in the Ontario Courts or at the Client’s domicile as it may consider appropriate.
16.4 Nothing in this clause shall prevent either Party from applying to the courts of any country for injunctive or other equitable relief i) to prevent or curtail any breach of Contract or agreement, ii) concerning an infringement of Intellectual Property Rights, iii) in respect of misuse of confidential information, iv) for The Sound Pod Ltd. to reclaim sums owed by the Client, or v) for enforcement of an arbitral award.
16.5 This Clause shall survive the termination of the Contract between The Sound Pod Ltd. and the Client and be fully binding.
17.1 Should any provision be held as invalid or unenforceable in any respect, the validity and enforceability of the remaining provisions contained herein shall not be affected or impaired, and the Parties undertake to amend, supplement, or substitute any such invalid or unenforceable provisions with valid provisions producing as nearly as possible the economic result previously intended without renegotiation of any material terms.
18.1 A failure of The Sound Pod Ltd. to insist upon the performance of any of the terms or conditions of these Terms or any Contract, or a waiver of any term or condition of these Terms or any Contract will not be deemed to be a waiver of any rights or remedies The Sound Pod Ltd. may have in subsequent similar situations.
19.1 The provisions of these Terms that, by their nature, should survive the termination or expiration of the Contract between The Sound Pod Ltd. and the Client, will survive such termination or expiration.