Legal

Bureau Product Terms

Version v1.0 - effective September 01, 2026

1 Interpretation#

Additional Fees	the fees for the Additional Services, as set out in the Services Order and as may be adjusted by Sona in accordance with the terms of the Agreement.
Additional Services	any additional payroll related services set out in the Services Order or otherwise agreed by the parties via a Change Order, which may be requested by the Customer from time to time.
Authorised Contact	has the meaning given to it in these Bureau Product Terms.
Bureau Go Live Date	the date on which the Bureau Services commence, following the Customer clearing Sona’s anti-money laundering checks and any Implementation Services required.
Bureau Services	the Payroll Processing Services and any Additional Services.
Commercial Terms	the commercial terms set out at the top of the Services Order.
Employees	the Customer staff that are the subject of the Payroll Processing Services.
Employee Information	in respect of each Employee: bank name, bank address, sort code, account number, account name, salary, wages, hours worked, rates of pay, pensions deductions of each Employee, address, date of birth, gender, and any other Employee related information requested by Sona from time to time in order for it to provide the Services, in each case as updated via the Input Changes Workbook.
Fees	the Payroll Processing Fees, Additional Fees, and any other fees related to the Bureau Services and/or the Services Order.
Headcount	the number of Employees subject to the Payroll Processing Services, as set out in the Commercial Terms and as may vary from time to time.
Implementation Period	the period during which the Implementation Services are performed in connection with the Bureau Services, typically beginning after the Services Order Effective Date and ending on the Bureau Go Live Date.
Implementation Services	the implementation services described in the Services Order and, if applicable, any wider project plan agreed by the parties to the extent it relates to the Bureau Services.
Initial Term	the initial term of this Services Order, as set out in the Commercial Terms and beginning, if the Customer has entered into a Sona Pay Services Order on or around the Services Order Effective Date, on the commencement of the Initial Subscription Term (as defined in the Sona Pay Services Order), or otherwise on the Bureau Go Live Date.
Input Changes Workbook	in respect of each Payroll, the workbook provided by the Customer each Payroll Period in accordance with the Payroll Calendar, setting out relevant changes to Employee Information, in a form instructed by Sona from time to time.
Invoice Frequency	the invoicing frequency for the Payroll Processing Fees, as set out in the Commercial Terms.
Minimum Headcount	the Headcount specified in the Commercial Terms.
Part Managed Service	a bespoke, reduced scope of Payroll Processing Services, contained in a Services Order which explicitly refers to Part Managed in the Services description.
Payment Term	the period of time within which the Customer must pay Sona’s invoices, as set out in the Commercial Terms.
Payroll/s	the payroll/s operated by the Customer and in respect of which Sona has agreed to provide the Bureau Services in the Services Order.
Payroll Calendar	the agreed schedule for each Payroll which sets out, amongst other things, the Payroll Period and the deadlines by which the Customer has to provide the Input Changes Workbook and certain approvals.
Payroll Period	the Customer's payroll cycle for a Payroll, e.g. monthly, as set out in the Payroll Calendar.
Payroll Processing Fees	the fees payable by the Customer to Sona for the Payroll Processing Services, as set out in the Commercial Terms and as may be adjusted in accordance with the terms of the Agreement and subject to the Minimum Headcount.
Payroll Processing Services	the monthly processing of the Employees’ payroll, which may be on a Part Managed Service basis, as described in this Services Order.
Renewal Period	12 months.
Sanctions	any laws or regulations relating to economic or financial, trade, immigration, aircraft, shipping or other sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a Sanctions Authority.
Sanctions Authority	the UK, the United Nations (UN), and any other governmental authority with jurisdiction over a party or any part of its business or operations, and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities responsible for the implementation and enforcement of sanctions, including the UN Security Council, HM Treasury, the UK's Office of Financial Sanctions Implementation, the Department of Business and Trade, the Export Control Joint Unit, the Office of Trade Sanctions Implementation and HM Revenue and Customs.
Sanctions List	any of the lists issued or maintained by a Sanctions Authority designating or identifying persons that are subject to Sanctions, in each case as amended, supplemented or substituted from time to time, including (without limitation) the UK Sanctions List, Consolidated List of Financial Sanctions Targets in the UK and the Consolidated United Nations Security Council Sanctions List.
Sanctions Target	a person that is: a)listed on a Sanctions List; b)owned or controlled by a person listed on a Sanctions List; c)resident, domiciled or located in, or incorporated or organised under the laws of, a country or territory that is subject to any Sanctions; or d)otherwise identified by a Sanctions Authority as being subject to Sanctions.
Services	the Payroll Processing Services, the Implementation Services, and any Additional Services.
Services Order	the Bureau Services Order (or Bureau Part-Managed Services Order) entered into by the Customer and Sona, unless the context requires otherwise.
Services Order Effective Date	the date that the last party to sign the Services Order does so.
Sona Pay Services Order	the separate services order agreed between the parties which covers Sona Pay.
Term	the Initial Term and any subsequent Renewal Periods.

2 Implementation Services#

2.1Sona shall perform the Implementation Services during the Implementation Period.

2.2Subject always to the Customer clearing Sona’s anti-money laundering checks, Sona shall commence performance of the Bureau Services after the Bureau Go Live Date, in accordance with the Payroll Calendar. The parties may agree in writing that Sona is to commence the Bureau Services in a staggered manner amongst the Customer’s Group entities. Sona shall be under no obligation to commence the Services if the Customer has not cleared Sona’s anti-money laundering checks.

3 Payroll Processing Services#

3.1In respect of each Payroll, Sona shall perform the Payroll Processing Services in accordance with the Payroll Calendar.

3.2Each Payroll Calendar shall be agreed between the parties during the Implementation Period, and agreed by the parties before each following UK tax year. The Payroll Calendar shall dictate the timelines for each party's compliance with its obligations covered by the Payroll Calendar.

3.3Where there are multiple Payrolls the Services Order shall be interpreted accordingly.

3.4If the Customer is purchasing a Part Managed Service, Sona’s obligation to provide the Services shall be limited to those Services identified as ‘Included’ in Appendix 1 (Payroll Processing Services (Part Managed Service)) of the Services Order, and Sona’s obligation to perform the Services shall be interpreted accordingly. All other payroll processing is retained by, and remains the responsibility of, the Customer.

4 Customer's obligations#

4.1To enable Sona to provide the Services, the Customer shall:

(a)provide Sona with accurate Employee Information ahead of commencement of the Bureau Services;

(b)provide Sona with updated Employee Information for each Payroll via the Input Changes Workbook for each Payroll Period, in accordance with the relevant Payroll Calendar;

(c)provide Sona with all required Employee consents and authorisations to enable it to perform its obligations in the Services Order;

(d)review and approve all reconciliations, payroll reports (including the gross to net report) and other reports provided by Sona in connection with the Services Order and immediately inform Sona in writing of any errors (including number of transactions, total value of payments, no more than one payment to the same account) in each case in accordance with the Payroll Calendar and, if a particular report is not covered by the Payroll Calendar, promptly;

(e)ensure that all relevant bank accounts or wallets (as applicable) contain sufficient cleared funds to cover all payrolls processed by Sona and ensure that the total value of any payments do not exceed the Customer's BACS file limit (if paying via BACS);

(f)comply in full with each Payroll Calendar, including by approving all payment authorisations in accordance with each Payroll Calendar;

(g)handle all enquiries from Employees;

(h)provide all information and documentation requested by Sona to enable it to fulfil its obligations in the Agreement and/or in order for Sona to comply with its obligations under Applicable Laws, including anti money laundering laws and regulations. For the purposes of this clause such information and documentation shall include details of the Customer’s corporate structure, including beneficial ownership (including identification documents) and any changes in the beneficial ownership of the Customer.

4.2If the Customer is purchasing a Part Managed Service, Sona may determine that certain Customer obligations set out in the sub-clause above do not apply.

4.3Sona shall follow the instructions of the Customer Representative, and any other person(s) nominated by the Customer during the Implementation Period (each an Authorised Contact), in connection with the Services and shall not be under any obligation to follow the instructions of any other person. The Customer shall ensure that each Authorised Contact is available to enable Customer to discharge its obligations in connection with the Services Order. The Customer, via an Authorised Contact, shall notify Sona in writing in advance if any individual is to be replaced as an Authorised Contact. The Customer warrants that each Authorised Contact has authority to provide instructions in connection with the Services to Sona.

5 Liability#

5.1Notwithstanding anything to the contrary in the MSA, and to the extent permitted by law, Sona:

(a)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 may be subject to limitations, delays and other problems inherent in the use of such communications facilities;

(b)is not responsible or liable for any loss or damage arising out of or in connection with any third party's inability to receive, transmit or execute data, unless and to the extent such loss or damage is caused by Sona's breach of its obligations in the Agreement;

(c)shall have no liability for any loss or damage to the extent caused by:

(i)errors or omissions in any information, instructions or scripts provided to Sona by the Customer in connection with the Services;

(ii)errors or omissions in any information, reports, scripts, or similar that have been approved by the Customer; and

(iii)any actions taken by Sona at the Customer’s direction, or any actions taken directly by the Customer.

6 Charges and payment#

6.1The Customer shall pay the Fees to Sona in accordance with this clause and the MSA.

6.2If the Minimum Headcount is exceeded in any Payroll Period, the parties acknowledge and agree that the Payroll Processing Fees shall be based on the actual number of payslips in respect of which the Payroll Processing Services have been performed in that Payroll Period.

6.3Sona shall invoice the Customer for the Fees in accordance with the Invoice Frequency.

6.4The Customer shall pay each invoice within the Payment Term.

6.5On or following each anniversary of the Subscription Start Date (as defined in the Sona Pay Services Order), Sona shall be entitled to increase the Fees by a percentage amount equivalent to the percentage increase in the UK Consumer Prices Index over the previous 12 months.

7 Sanctions#

7.1The Customer warrants that at the Services Order Effective Date it is not:

(a)a Sanctions Target and has not been a Sanctions Target at any time and nothing has occurred that could reasonably be expected to result in it becoming a Sanctions Target;

(b)contravening and has not contravened any Sanctions at any time; and

(c)involved and has not in any way been involved in any Sanctions proceedings (other than for the sole purpose of providing information or evidence in respect of such proceedings) at any time and to the best of its knowledge and belief there are no circumstances likely to give rise to any such Sanctions proceedings.

7.2At all times during the Term, the Customer shall:

(a)not contravene any Sanctions; and

(b)not do, or omit to do, any act that will cause or lead Sona to contravene any Sanctions.

7.3The Customer shall permit Sona and its third-party representatives, on reasonable notice during normal business hours, to access copies of records and any other information on its premises and to meet with its staff to verify its compliance with its obligations under this clause. The Customer shall give all necessary assistance to the conduct of such audits undertaken pursuant to this clause.

7.4The Customer shall as soon as reasonably practicable notify Sona in writing if:

(a)at any time during the Term, there is any fact or circumstance that would give rise to a breach of warranties given in this clause; or

(b)it becomes aware of any breach or suspected breach of this clause,

(c)and it shall provide such information about such fact or circumstance or about the breach as Sona reasonably requests.

7.5Sona may in its absolute discretion disclose information or documents (including as received or obtained from the Customer) to a Sanctions Authority if:

(a)it knows or has reasonable cause to suspect that there has been a breach of Sanctions; or

(b)requested by a Sanctions Authority.

8 TUPE#

8.1The parties acknowledge that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) is unlikely to apply on the commencement, termination, or expiry of the Services Order. However, if TUPE:

(a)applies (or is alleged to apply) at any time, each party shall provide the other with such reasonable assistance, information, and access to personnel as the other reasonably requires to comply with its obligations under TUPE and the Trade Union and Labour Relations (Consolidation) Act 1992; and

(b)is found or alleged to apply so as to transfer any employees from the Customer to Sona on commencement of the Services Order (or at any time during the term of the Services Order), the Customer shall indemnify Sona against all employment costs, claims, liabilities, losses, and expenses arising out of or in connection with the employment or termination of employment of any such transferring employees, including but not limited to wages, salaries, pension contributions, redundancy payments, and compensation for unfair dismissal, and notwithstanding anything to the contrary the Customer’s limitations and exclusions on its liability elsewhere in the Agreement shall not apply in respect of its liability arising under or in connection with this indemnity.

9 Term and termination#

9.1The Services Order shall commence on the Services Order Effective Date and shall continue for the Implementation Period and, once commenced, the Initial Term. On expiry of the Initial Term the Services Order shall be automatically renewed for successive Renewal Periods, unless:

(a)either party notifies the other party of termination, in writing, at least six months before the end of the Initial Term or the then current Renewal Period, in which case the Services Order shall terminate upon the expiry of the Initial Term or then current Renewal Period (as applicable); or

(b)it is otherwise terminated in accordance with the provisions of the MSA.

9.2Without affecting any other right or remedy available to it, Sona may, at its discretion, suspend or terminate the Services Order and/or the Agreement immediately on written notice to the Customer:

(a)if the Customer fails to clear any of Sona’s anti-money laundering checks from time to time;

(b)if the Customer fails to provide all information and documentation requested by Sona to enable it to fulfil its obligations in the Agreement and/or in order for Sona to comply with its obligations under Applicable Laws; or

(c)if the Customer becomes a Sanctions Target, is subject to Sanctions proceedings, or contravenes Sanctions.

9.3On informing the Customer in writing, Sona may immediately terminate or suspend the Services Order if the Customer's subscription to Sona Pay is terminated or suspended.