Legal
Software Product Terms
1 Interpretation#
App | the web and mobile application developed and offered by Sona for use by Users as part of the Subscription Services. |
Commercial Terms | the commercial terms set out at the top of the Services Order. |
Dashboard | the web-based user interface(s) that enables the Customer admin Users to access and manage portions of the Subscription Services. |
Documentation | any documentation made available to the Customer from time to time which sets out the user instructions for the Subscription Services. |
Fair Use | Sona’s fair usage policy in respect of applicable Customer Licences marked as being subject to Fair Use in the Services Order, as may be amended from time to time by Sona (including the method of measuring fair use, for example by use case and/or by a credit based mechanism), and available on request by the Customer. Fair Use is on a per Licence basis and cannot be pooled across the aggregate Licences. |
Implementation Fees | the fees payable by the Customer for the Implementation Services set out in the Services Order and as may change in accordance with the terms of the Services Order. |
Implementation Period | the period during which the Implementation Services (if any) are performed in connection with the Services (as may be broken down into 'Phases' in the Services Order), commencing on the Services Order Effective Date and ending on the expiry of the four-week hyper care period. |
Implementation Services | the implementation services set out in the Services Order (if any), including any integrations, custom reporting, or similar carried out during the Implementation Period. |
Initial Subscription Term | the initial term of the Subscription Services, as set out in the Commercial Terms and beginning on the Subscription Start Date. |
Invoice Frequency | the invoicing frequency for the Subscription Fees, as set out in the Commercial Terms. |
Licences | the subscriptions purchased by the Customer which entitle the Users to access and use, or be subject to, the Subscription Services, whether as an end user or on an administrative basis, and in respect of which the Subscription Fees are payable by the Customer. Licences may be charged per seat or per Site (as set out in the Commercial Terms). A seat Licence enables one User to access the Subscription Services, a Site Licence enables the Users engaged at that Customer Site to access the Subscription Services. |
Modules | the online software modules subscribed to by the Customer in the Services Order, being the WFM Modules set out in the Commercial Terms and, if included in the Commercial Terms, Raffy AI. |
Payment Term | the period of time within which the Customer must pay Sona’s invoices, as set out in the Commercial Terms. |
Product | Sona’s proprietary frontline workforce technology platform as configured for the Customer with applicable Modules and integrations (if any). |
Project Plan | the timeline for the Implementation Services set out in the Services Order, as may change in accordance with the terms of the Services Order. |
Raffy AI | Sona’s agentic AI Module. |
Renewal Period | 12 months. |
Reports | pro-forma outputs of the Product such as (to the extent applicable to the Modules being purchased) time reports, employee schedules, labour charts and similar, as may be varied by Sona from time to time. |
Services | the Subscription Services, Implementation Services, Support Services, and any other services provided in accordance with or in connection with the Services Order (e.g. integrations and/or custom reporting carried out after the Implementation Period). |
Services Order | the Software Services Order entered into by the Customer and Sona. |
Services Order Effective Date | the date that the last party to sign the Services Order does so. |
Site | a premises of the Customer from which it operates its business, either as a trading premises, administrative premises, headquarters, or similar. |
SLA | the service level agreement forming part of these Software Product Terms. |
Solution Design Document | a final specification for the Subscription Services and Product, which may on request be produced by Sona during the Implementation Period. |
Subscription Fees | the total subscription fees payable by the Customer to Sona for the Licences and the Subscription Services, as set out in the Commercial Terms and as may be adjusted in accordance with the terms of the MSA and/or the Services Order. Also referred to as Sub. Fees. |
Subscription Services | the subscription services provided by Sona to the Customer under the Services Order, as described in the Solution Design Document (if applicable), including provision of the Product, App, Dashboard, Reports and incidental hosting and maintenance services. |
Subscription Start Date | the date on which the Subscription Services, or part of them (as applicable), are available for use by the Customer, as more specifically defined in the Commercial Terms. |
Subscription Term | the Initial Subscription Term and any subsequent Renewal Periods. |
Super Admins | Users nominated by the Customer (up to a maximum of 3 Users unless agreed otherwise in writing) who have mandates to make changes to the Customer's configuration and rules. |
Support Services | the support services set out in the Services Order. |
Target Subscription Start Date | the relevant date, if any, set out in the Commercial Terms, being the date on which the parties intend for the Subscription Services to commence. |
UAT | user acceptance testing and, if applicable, the Time to Gross Pay Engine Module test, but excluding, if applicable, the Sona Pay parallel test. |
Upgrades |
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Users | the personnel of the Customer who have Sona user credentials which enable access to a Module, in accordance with the Licences, and who have not been deactivated, and those personnel of the Customer who do not directly access a Module but who are subject to the operations performed by that Module in accordance with the Licences. |
2 Implementation Services#
2.1If the Services Order details Implementation Services to be provided, Sona shall perform the Implementation Services during the Implementation Period in accordance with this clause. If there are no Implementation Services detailed in the Services Order, this clause shall not apply.
2.2Sona shall use its reasonable endeavours to meet the dates set out in the Project Plan. Should the Project Plan need to change following the end of the ‘Discovery’ phase of the Implementation Period, Sona shall, working with the Customer, amend the Project Plan. Any amendments to the Project Plan which incur additional Implementation Fees shall be agreed by way of Change Order.
2.3During the Implementation Period, the Customer shall perform the following obligations, and any additional obligation set out in the Project Plan, by the relevant date specified in the Project Plan or, if no date is specified, in a timely manner to enable any contingent dates in the Project Plan to be met:
(a)ensure attendance of key stakeholders during calls, meetings, and workshops;
(b)ensure Integration partners (if any) are engaged and carry out any required work;
(c)share relevant data and documentation with Sona, including by population of any data sheets;
(d)make decisions and submit any approvals, including in relation to configuration options;
(e)undertake any required testing outside of UAT, such as parallel testing (if applicable);
(f)select Super Admins; and
(g)ensure attendance of relevant Customer personnel and training sessions.
2.4Sona and the Customer shall work together, acting reasonably and in good faith, to develop and agree UAT criteria during the Implementation Period. UAT criteria shall not include Product developments or feature requests.
2.5Sona will inform the Customer in writing when the Product is ready for UAT. The Customer is then responsible for reviewing and testing the Product in full against the UAT criteria. The Customer shall accept or, where the Product does not meet the UAT criteria, reject the Product in writing to Sona within a reasonable time period, but in any event within the time period set out in the Project Plan. Failure to reject within such time period shall be deemed acceptance of the Product by the Customer.
2.6Where the Customer, acting reasonably and in good faith, rejects the Product, it shall within two Business Days of the Customer’s rejection, specify any perceived deficiencies against the UAT criteria in detail. Sona shall use its reasonable endeavours to correct the deficiency and shall resubmit the Product to the Customer for acceptance in accordance with the process set out above. The process set out in this sub-clause shall be repeated until the Customer accepts the Product. The UAT process set out in this clause can also apply to part of the Product (e.g. a Module), in which case the relevant sub-clauses shall be interpreted accordingly.
2.7Different Modules may have different Implementation Periods, Target Subscription Start Dates, and Subscription Start Dates, as set out in the Commercial Terms and in other areas of the Services Order. If that is the case, the parties agree that the commencement of the Initial Subscription Term shall be the date the first Module Subscription Start Date occurs and that the other Modules shall not have separate Initial Subscription Terms, meaning the expiry of the Initial Subscription Term, and any subsequent renewal, applies in respect of all Modules at the same time.
3 Users#
3.1Subject to the Customer paying the Subscription Fees and the other provisions of the Agreement, Sona hereby grants to the Customer and its Group a non-exclusive, non-transferable right:
(a)to permit relevant Users to access and use the Product;
(b)download a reasonable number of copies of the App to devices owned and controlled by the Customer; and
(c)access, download, copy, store, display, and use the Reports,
solely for the Customer’s and its Group's internal business operations. The Customer shall not grant access to the Subscription Services to third parties other than in respect of the ATS Module, where the Customer may allow limited access to its job applicants to enable those job applicants to monitor their application progress and the Customer shall comply with this clause in respect of such job applicants.
3.2The number of Users or Customer Sites (as applicable) using the Subscription Services shall not exceed the number of Licences purchased by the Customer. Raffy AI Licences shall always be charged per seat (in addition to the Raffy AI Platform Fee) unless explicitly set out otherwise in the Commercial Terms. Site Licences shall not be transferred between Customer Sites. Where applicable, the Customer shall use the Licences in accordance with Fair Use.
3.3The Customer undertakes that it will not allow or suffer any User accounts to be used by more than one individual User and that each User shall keep a secure password for their use of the Subscription Services and any Documentation such User is permitted to access and that each User shall keep their password confidential.
3.4The Customer shall not distribute the Reports to any third party except as reasonably required in connection with Customer’s legal and compliance obligations, nor shall Customer use the Reports for any competitive or benchmarking purposes.
3.5The Customer shall not, and shall not allow any User to, access, store, distribute or transmit any viruses, or any material during the course of its use of the Subscription Services that is unlawful or facilitates illegal activity, is harmful, threatening, violent, defamatory, obscene, infringing, harassing or racially or ethnically offensive and Sona reserves the right, without liability or prejudice to its other rights, to disable the Customer’s access to any material that breaches the provisions of this sub-clause.
3.6The Customer shall not, nor allow any User to:
(a)except as may be allowed by any Applicable Laws which are incapable of exclusion by agreement between the parties:
(i)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Product (as applicable) in any form or media or by any means; or
(ii)attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Product;
(b)adapt the Documentation;
(c)access all or any part of the Subscription Services and Documentation in order to build a product or service which competes with the Product and/or the Documentation;
(d)use the Subscription Services and/or Documentation to provide the Subscription Services to third parties;
(e)save as explicitly set out otherwise, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Subscription Services and/or Documentation available to any third party except the Users; and
(f)attempt to obtain, or assist third parties in obtaining, access to the Subscription Services and/or Documentation, other than as provided under this clause.
3.7The Customer shall prevent any unauthorised access to, or use of, the Subscription Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Sona.
3.8The Customer shall ensure that the Users use the Subscription Services and the Documentation in accordance with the Services Order and the MSA and shall be responsible for any User’s breach of the same. Breach of this clause by the Customer shall be considered a material breach of the Agreement and, without prejudice to Sona’s other rights and remedies in respect of material breach, shall entitle Sona to suspend any or all of the Services.
3.9The Customer agrees that Sona may suspend the Subscription Services to contain or remediate a security incident.
4 Licence flex#
4.1Subject to the remainder of this clause, the Customer may, from time to time during the Subscription Term, purchase additional Licences via the Subscription Services and Sona shall grant access to the Subscription Services and the Documentation to such additional Users in accordance with these SO Terms.
4.2Sona shall, during each quarter, review the number of Users or Sites (as applicable) to determine the amount of additional Licences that have been purchased by the Customer in that quarter. The Subscription Fees for such additional Licences shall be invoiced by Sona in accordance with the then-current Subscription Fees, and payable by the Customer following the commencement of the next quarter and that invoice shall cover the Subscription Fees for the additional Licences from the first day of such next quarter through to the last day of the current billing cycle. From then on throughout the Subscription Term, the Subscription Fees for the additional Licences shall be invoiced in accordance with the Invoice Frequency. The Subscription Fees for additional Licences shall be determined in accordance with the Commercial Terms (as may be adjusted in accordance with the Agreement). For record-keeping purposes, the Customer, if requested by Sona, shall enter into a Change Order to document any increase.
4.3If the purchase of additional Licences will alter the basis on which the Subscription Fees are calculated, then such increase and the impact it has on future invoicing must be agreed by way of Change Order. The Customer shall not be entitled to decrease its Licences at any point.
5 Connectivity#
5.1The Customer shall:
(a)ensure that its network and systems comply with the relevant specifications provided by Sona from time to time; and
(b)be, to the extent permitted by law, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Sona’s data centres, and all problems, conditions, delays, delivery failures and for all loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
5.2The Customer acknowledges that the Subscription Services may integrate with or otherwise enable or assist it to access the website or platform content or data of, correspond or share content or data with, and/or purchase products and subscription services from, third parties via third-party websites, platforms, or integrations. Sona makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the acts or omissions of any such third-party, or any transactions completed, and any contract entered into by the Customer with any such third party. The Customer shall indemnify Sona in respect of any losses or expenses incurred in connection with any third-party website, platform, and/or integration provider allegation or claim which arises from the Customer’s acts or omissions.
6 Sona’s obligations#
6.1Sona warrants that during the Subscription Term, the Subscription Services will be performed substantially in accordance with the Solution Design Document or, if there is no Solution Design Document, with the Documentation. If the Subscription Services do not conform with the foregoing warranty, Sona will, at its own expense, use commercially reasonable endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance.
6.2Subject to the terms of the Agreement, Sona will make the applicable Services available in accordance with and provide the support set forth in the SLA.
6.3Notwithstanding the previous sub-clauses and to the extent permitted by Applicable Laws:
(a)Sona does not warrant that the Subscription Services and/or the Customer’s use of the Subscription Services will be uninterrupted, free of errors or inaccuracies, complete, or that the Subscription Services, Solution Design Document (if any) and/or the information obtained by the Customer through the Subscription Services will meet the Customer’s requirements;
(b)the Customer assumes sole responsibility for results obtained from the use of the Subscription Services and the Documentation by the Customer, and for conclusions drawn from such use, and the Customer is encouraged to verify information obtained from the Subscription Services and to ensure there is meaningful human involvement in decisions made; and
(c)Sona shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Sona by the Customer in connection with the Subscription Services, or any actions taken by Sona at the Customer’s direction.
6.4Sona may from time to time deploy Upgrades to the Subscription Services.
7 Charges and payment#
7.1The Customer shall pay the Subscription Fees to Sona for the Licences in accordance with this clause and the MSA.
7.2Save as set out in the ‘Licence flex’ clause, Sona shall invoice the Customer for the Subscription Fees in accordance with the Invoice Frequency, with the first invoice being raised, subject to the following sub-clause, in accordance with the Commercial Terms.
7.3The Customer shall pay the Implementation Fees to Sona in consideration of the Implementation Services. If the Subscription Start Date does not occur by the Target Subscription Start Date then, save where such delay is due to Sona’s breach of its obligations to the Customer contained within the Agreement, the Implementation Services performed between the Target Subscription Start Date and the Subscription Start Date shall be charged at the Day Rate, and Sona shall submit invoices for these additional Implementation Fees monthly in arrears.
7.4The Customer shall pay each invoice within the Payment Term.
7.5Sona may adjust the Fees on each anniversary of the Subscription Start Date by:
(a)a percentage amount equivalent to the percentage increase in the UK Consumer Prices Index in the previous 12 months; plus
(b)an additional innovation adjustment of 5% per year to reflect any improvement to the Services made in the previous year (for example only, additional features delivered via Upgrades).
8 Term and termination#
8.1The Services Order shall commence on the Services Order Effective Date, shall continue for the Implementation Period and, once commenced, the Initial Subscription Term. On expiry of the Initial Subscription 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 Subscription Term or the then current Renewal Period, in which case the Services Order shall terminate upon the expiry of the Initial Subscription Term or then current Renewal Period (as applicable); or
(b)it is otherwise terminated in accordance with the provisions of the MSA.
Software Product Terms - Service Level Agreement#
This SLA is subject to and forms a part of the Software Product Terms. In the event of a conflict between the terms of this SLA and the remaining terms of the Agreement, the terms of the Agreement shall govern.
1 Definitions #
1.1Force Majeure Downtime means the total amount of time during any quarter, measured in minutes, during which Customer cannot access the Product due to any act, event, or occurrence beyond Sona’s reasonable control.
1.2Scheduled Downtime means the total amount of time during any quarter, measured in minutes, during which Customer is not able to access the Product due to system maintenance performed by Sona between the hours of 00:00 - 04:00 or otherwise upon at least 24 hours’ prior notice of such maintenance.
1.3Total Quarterly Time means the total minutes in the relevant quarter less Scheduled Downtime and Force Majeure Downtime. For any partial quarter during which Customer subscribes to the Product, availability will be calculated based on the entire quarter, not just the portion for which Customer subscribed.
1.4Unscheduled Downtime means the total amount of time during any quarter, measured in minutes, during which Customer is not able to access any of the features and functions of the Product, that is not Scheduled Downtime, Force Majeure Downtime or unavailability as a result of (i) non-compliance by Customer with any provision of the Agreement; (ii) incompatibility of Customer’s equipment or software with the Product; (iii) actions or inactions of Customer or third parties; (iv) Customer’s use of the Product after Sona has advised Customer to modify its use of the Product, if Customer did not modify its use as advised; (v) acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Product by means of Customer’s access credentials or equipment; (vi) performance of Customer’s systems or the internet; (vii) any systemic internet failures; or (viii) network unavailability or Customer’s bandwidth limitations.
1.5System Availability means, with respect to any particular quarter, the ratio obtained by subtracting Unscheduled Downtime during such quarter from the Total Quarterly Time, and thereafter dividing the difference so obtained by the Total Quarterly Time. Represented algebraically, System Availability for any particular quarter is determined as follows:
System Availability = (Total Quarterly Time - Unscheduled Downtime) / Total Quarterly Time
2 Product Availability#
Sona will undertake commercially reasonable measures to ensure that System Availability equals or exceeds 99.9% during each quarter.
3 Customer Requirements#
Customer is responsible for maintenance and management of its computer network(s), servers, and software, and any equipment or services related to maintenance and management of the foregoing. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by Sona, as may be necessary for provision of access to the Product.
4 Remedy#
In the event Unscheduled Downtime occurs, Customer will be entitled to credits against its immediately subsequent payment obligations (as set forth in the Agreement) (Service Credits) according to the following table:
System Availability | Credit as a Percentage of Billing |
Less than 99.9% | 5% of the amounts paid by Customer for the Product during the applicable quarter. |
As a condition to Sona’s obligation to provide Service Credits to Customer, Customer must have submitted a support request during the applicable quarter and request such Service Credits by sending an e-mail identifying the date and time of the Unscheduled Downtime for which Customer is requesting Service Credits, within two weeks following the end of the quarter in which such Unscheduled Downtime occurred.
5 Support Services#
Access | |
Support Services access | Super Admins 3 x Super Admins who have access to direct line support via:
Super Admins shall act as first line support before any other User accesses the Support Services. Other Users All other Users will have access to the Support Services via:
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Support Hours | Monday - Friday: 08:00-18:00 (UK time) |
SLA | |||
P | Description | SLA* | Ticket log |
0 | Complete unavailability of the Product. | 4 hours (24/7) | Webform Critical Support Email |
1 | Core parts of the Product are non-functional or inaccessible. Immediate staff payroll or shift operation is impacted. | 4 hours (during Support Hours) | Live Chat Support Email Webform |
2 | A performance issue during which the Product is operable but materially incomplete, has significant delays in performance, and/or a single main function of the Product is inoperable. | 8 hours (during Support Hours) | Live Chat Support Email Webform |
3 | The Product is usable, but there is a mildly inconvenient impact due to a deviation from intended behaviour. | 48 hours (during Support Hours) | Live Chat Support Email Webform |
*Sona response time. Measured from the moment the relevant ticket is logged by the Customer. | |||