Master Service Agreement

The following definitions and rules of interpretation apply in the Agreement:

All references to time in the Agreement shall be a reference to local UK time. A reference to a year shall be a reference to the period between 1 February to 31 January (inclusive) and references to a quarter shall be interpreted accordingly.

A reference to holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006.

Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms. The word delete means to put the relevant data beyond use as far as is technically feasible.

Each fully executed Services Order, along with this MSA, shall be part of the Agreement and shall not form a separate contract to it. Each Services Order shall only be applicable to the Services to which it relates.

To the extent there is any conflict or inconsistency between a provision of this MSA and a provision of a Services Order, the provision of the Services Order shall prevail.

This MSA and each Services Order applies to the relationship between Sona and the Customer to the exclusion of any other terms that the Customer seeks to impose or incorporate whether before or after the Effective Date, or which are implied by law, trade, custom, practice or course of dealing.

Sona shall provide the Services to the Customer in accordance with the terms of this MSA, the relevant Services Order, and Applicable Laws to which it is subject.

Sona warrants that it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under the Agreement.

The Customer shall:

(a) co-operate with Sona in Sona's performance of the Services;

(b) provide to Sona in a timely manner all Customer Data required under a Services Order or otherwise reasonably required by Sona in connection with the Services and ensure that it is accurate and complete;

(c) obtain and maintain all necessary licences and consents from, and provide any notices to, any of the Customer's personnel or third-party providers to enable the Customer to receive the Services; and

(d) comply with Applicable Laws to which it is subject.

In the event of any delays in, or failure by, the Customer in performing its obligations in the Agreement (including any obligations or dependencies set out in a Services Order):

(a) Sona shall not be liable for any resulting delay or failure in complying with its obligations; and

(b) the parties shall agree, acting reasonably and in good faith, an adjusted timetable or delivery schedule as reasonably necessary.

In consideration of the provision of the Services by Sona, the Customer shall pay the Fees.

Where the Fees are calculated on a time and materials basis, Sona's rate card in place from time to time shall apply and is calculated on the basis of an eight-hour day, worked during Business Hours, per person.

The Customer shall, on the Effective Date, provide to Sona all valid and up to date information required in order for Sona to bill the Customer. Failure by the Customer to provide any such details shall not relieve the Customer of its obligations to pay any Fees in accordance with the Agreement.

Sona shall invoice the Customer for the Fees in accordance with the terms of the Services Order. If no dates or payment frequencies are specified, Sona shall invoice the Customer at the end of, or following, each month for Services performed during that month. The Customer shall pay each invoice submitted to it by Sona within the payment term specified in the relevant Services Order to a bank account nominated in writing by Sona from time to time.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Sona any undisputed sum due under the Agreement by the due date, Sona may inform the Customer of such default, and if the Customer remains in default for 21 days or more following the date which Sona informed the Customer of the default, Sona may suspend part or all of the Services until payment has been made in full. Any Customer disputes regarding the whole or part of an invoice must be made in good faith and raised within seven days of Sona informing the Customer of the default, otherwise the remedy in this sub-clause shall continue to be available to Sona.

All sums payable to Sona under the Agreement:

(a) shall be payable in pounds sterling;

(b) save as may be otherwise set out in the Agreement, are non-cancellable and non-refundable; and

(c) are exclusive of VAT, and the Customer shall in addition pay an amount equal to any VAT chargeable on those sums as stated in the associated VAT invoice.

The Customer acknowledges and agrees that Sona and/or its licensors own all Intellectual Property Rights in the Services, including any improvements to the Services. Except as expressly stated in the Agreement, the Agreement does not grant the Customer any rights to, under or in, any Intellectual Property Rights in respect of the Services. Should the Intellectual Property Rights in any improvements to the Services not automatically vest in Sona by operation of law, the Customer hereby assigns, by way of present and future assignment, any Intellectual Property Rights in such improvements to Sona.

In relation to the Customer Data, the Customer:

(a) and its licensors shall, to the extent permitted by Applicable Law, own all Intellectual Property Rights in the Customer Data; and

(b) grants to Sona and its Group a fully paid-up, non-exclusive, royalty-free, worldwide, sub-licensable licence to copy and modify the Customer Data for the term of the Agreement for the sole purpose of providing the Services to the Customer.

Notwithstanding anything to the contrary in the Agreement, Sona may collect, use, and share the Usage Data to operate, improve, add to and support its services.

Customer hereby grants to Sona a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual licence to use or incorporate in the Services any Feedback.

The Customer warrants that the Customer Data provided by or inputted into the Services by the Customer or its personnel shall be accurate and complete and that the receipt and use in the performance of the Agreement by Sona, its agents, subcontractors or consultants of such Customer Data and any Feedback shall not infringe the rights, including any Intellectual Property Rights, of any third party. The Customer shall indemnify Sona in respect of any third-party allegation or claim arising from Sona's use of Customer Data provided by or inputted into the Services by the Customer or its personnel.

Sona shall defend and indemnify the Customer, its officers, directors and employees against any claim or allegation during the term of the Agreement that the Services infringe the Intellectual Property Rights of any third party, provided that:

(a) Sona is given prompt notice of any such claim;

(b) the Customer provides reasonable co-operation to Sona in the defence and settlement of such claim, at Sona's expense; and

(c) Sona is given sole authority to defend or settle the claim.

In the defence or settlement of any claim, Sona may procure the right for the Customer to continue using the Services, replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate the relevant Services Order, or the affected part of the Services Order, on five Business Days' notice to the Customer without any additional liability to the Customer.

In no event shall Sona, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on or caused by:

(a) a modification of the Services by anyone other than Sona; or

(b) Customer Data inputted into the Service by the Customer or any of its personnel; or

(c) Customer or third party applications; or

(d) the Customer's or its personnel's use of the Services in a manner contrary to the instructions given to the Customer by Sona; or

(e) the Customer's or its personnel's use of the Services after notice of the alleged or actual infringement from Sona or any third party.

The foregoing states the Customer's sole and exclusive rights and remedies, and Sona's (including Sona's employees, agents and sub-contractors) entire obligations and liability, for infringement of any Intellectual Property Rights.

The parties shall comply at all times with the Data Protection Legislation.

Sona shall, in relation to any personal data processed in connection with the performance by Sona of its obligations under the Agreement and in respect of which the Customer is the data controller and Sona is the data processor:

(a) process that personal data only on the documented written instructions of the Customer (including in accordance with the Agreement) unless Sona is required to do otherwise by Applicable Laws. Where Sona is relying on such laws as the basis for processing personal data, Sona shall promptly notify the Customer of this before performing the processing required by the laws unless those laws prohibit Sona from so notifying the Customer;

(b) not transfer any personal data outside of the countries that comprise the UK and the European Economic Area other than in accordance with the Data Protection Legislation;

(c) ensure that all persons authorised to access the personal data are subject to obligations of confidentiality or are under an appropriate statutory obligation of confidentiality;

(d) ensure that it has in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;

(e) assist the Customer in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(f) notify the Customer without undue delay on becoming aware of a personal data breach;

(g) at the written direction of the Customer given within 30 days of cessation of all or part of the Services, delete or return personal data and copies that are processed in connection with those ceased Services, to the Customer within 14 days of such request unless required by Applicable Laws to store the personal data. Should no request be forthcoming from the Customer within 30 days of cessation, or once Sona's exit assistance ends (if later), Sona shall be entitled to delete the relevant personal data;

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause, allowing the Customer, or an auditor mandated by the Customer (unless Sona believes any such auditor is not independent or is a competitor of Sona) subject to such auditor entering into a confidentiality agreement with Sona, to audit the same no more than once every 24 months; and

(i) immediately inform the Customer if, in the opinion of Sona, an instruction infringes the Data Protection Legislation.

The Customer hereby grants Sona a general authorisation to appoint sub-processors under the Agreement, including those sub-processors appointed at the Effective Date. Sona shall inform the Customer of any intended changes concerning the addition or replacement of its sub-processors, thereby giving the Customer the opportunity to object to such changes. If the Customer does so object, Sona and the Customer shall discuss the Customer's concern and attempt to agree safeguards which alleviate the Customer's concern. Sona confirms that it has entered or (as the case may be) will enter with the sub-processor into a written agreement incorporating terms which are substantially similar to those set out in this clause. As between the Customer and Sona, Sona shall remain fully liable, in accordance with the terms of the Agreement, for all acts or omissions of any sub-processor appointed by it pursuant to this sub-clause.

Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:

(a) is or becomes publicly known other than through any act or omission of the receiving party;

(b) was in the other party's lawful possession before the disclosure;

(c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence.

Subject to the remainder of this clause, each party shall hold the other's Confidential Information in confidence and not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the performance of its obligations or exercise of its rights in connection with the Agreement or otherwise without the prior written consent of the other party.

A party may disclose:

(a) the other's Confidential Information to its employees, officers, representatives, contractors, subcontractors or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under or in connection with the Agreement. Each party shall ensure that its employees, officers, representatives, contractors, subcontractors or advisers to whom it discloses the other party's confidential information comply with this clause;

(b) copies of the Agreement to its prospective investors or purchasers (including their advisers); and

(c) the other's Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it informs the other party as soon as possible and, where communication of disclosure is not prohibited and is given in accordance with this sub-clause, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.

The provisions of this clause shall survive termination of the Agreement, however arising.

Nothing in the remainder of this clause and the remainder of the Agreement shall be interpreted as excluding or limiting, or attempting to exclude or limit, the liability of:

(a) either party for death or personal injury caused by that party's negligence;

(b) either party for fraud or fraudulent misrepresentation;

(c) either party for any other liability which cannot be lawfully excluded; and

(d) the Customer arising in connection with any failure (howsoever arising) to pay to Sona the Fees for the contractually committed term of a Services Order,

and any unlimited liability shall not contribute toward any cap on liability.

Save where stated otherwise in the Agreement:

(a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Agreement; and

(b) Sona shall not be liable to the Customer for any act or omission committed by Sona to the extent that such act or omission was caused, or contributed to, by an act or omission of the Customer, including a breach by the Customer of its obligations, use of the Services contrary to Sona's instructions, or modification or alteration of the Services by any party other than Sona or Sona's duly authorised contractors or agents.

Neither party shall be liable whether in tort (including for negligence or breach of statutory duty), contract (including under any indemnity), misrepresentation, restitution or otherwise for any:

(a) loss of profits, loss of business, depletion of goodwill and/or similar losses; or

(b) indirect or consequential loss, costs, damages, fees or expenses however arising under the Agreement.

Subject to the foregoing sub-clauses of this clause, each party's total liability to the other for all causes of action arising in a particular year, whether in contract (including under any indemnity), tort (including negligence), breach of statutory duty, misrepresentation, restitution or otherwise, under or in connection with the Agreement shall be limited to the greater of:

(a) £75,000; and

(b) an amount equivalent to 100% of the total Fees paid, if any, to Sona by the Customer in connection with the Agreement in the previous year.

Without affecting any other right or remedy available to it, either party may terminate the Agreement or affected Services Order with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;

(b) the terminating party is required to do so by Applicable Laws;

(c) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay, or likely to become unable to pay, its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the Insolvency Act 1986; or

(d) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

Without prejudice to any other right or remedy that it may have, if the Customer fails to pay Sona any undisputed sum due under the Agreement by the due date, Sona may inform the Customer of such default, and if the Customer remains in default for 30 days or more following the date that Sona informed the Customer of the default, Sona may terminate part or all of the Services immediately on serving written notice to the Customer. Any Customer disputes regarding the whole or part of an invoice must be made in good faith and raised within 14 days of Sona informing the Customer of the default, otherwise the remedy in this sub-clause shall continue to be available to Sona.

On termination or expiry of the Agreement or, if applicable, the expiry of the exit assistance period referred to later in this clause:

(a) the Customer shall immediately pay to Sona all of Sona's outstanding unpaid invoices and interest and, in respect of the Services supplied but for which no invoice has been submitted, Sona may submit an invoice, which shall be payable by the Customer in accordance with the applicable payment terms in the relevant Services Order;

(b) the Customer shall immediately cease use of the Services;

(c) each party shall, at the request of the other party and within a reasonable time of such a request, return or delete (to the extent permitted by Applicable Laws) any Confidential Information of the other party in its possession or otherwise under its control (any personal data processed by Sona on behalf of the Customer shall be governed by the Data Protection clause above). In the absence of a request by the Customer, Sona shall be entitled to delete the Customer's Confidential Information following a period of 30 days after termination or expiry of the Agreement, or once Sona's exit assistance ends (if later).

If the Customer terminates the Agreement for Sona's material breach, the Customer shall not be obliged to pay any outstanding invoices to the extent they relate to Services that have yet to be provided as at the effective date of termination and Sona shall promptly reimburse the Customer in respect of any advance Fees paid by the Customer for any Services not yet provided by Sona as at the effective date of termination.

For the avoidance of doubt, on termination of the Agreement, all existing Services Orders shall terminate automatically.

On termination of the Agreement, save where Sona terminates the Agreement for the Customer's material breach or late payment, Sona shall provide reasonable exit assistance to the Customer in order to facilitate a smooth transition of the Services, up to a maximum of 30 days following the date of termination. Any assistance required after such a period shall be discussed and agreed between the parties in a Change Order and may be subject to additional charge based on Sona's rate card. This sub-clause shall not oblige Sona to disclose any of its Confidential Information to an actual or potential replacement provider of the Services, nor shall the Customer be entitled to so disclose Sona's Confidential Information.

Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination of the Agreement shall remain in full force and effect.

Termination or expiry of the Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry.

This clause shall also apply on the termination or expiry of each Services Order, save that all references to the "Services" shall be interpreted as references to the Services provided under the particular Services Order and all references to the "Agreement" shall be interpreted as references to the particular Services Order.

Force Majeure. Sona shall have no liability to the Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (other than those involving the workforce of Sona), failure of a utility service or transport or telecommunications network, act of God, epidemic or pandemic, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or acts or omissions of the Customer's integration providers, national, global, or otherwise high publicity events affecting cloud storage and similar vendors, provided that the Customer is informed of such an event.

Variation. Save as explicitly and specifically set out otherwise, no variation of the Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

Language. Unless otherwise agreed by Sona in writing, the Services shall be provided in the English language only.

Entire agreement. The Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party acknowledges that in entering into the Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Agreement. Nothing in this sub-clause shall limit or exclude any liability for fraud.

Assignment. Neither party shall assign or transfer any or all of its rights and obligations under the Agreement without the consent of the other (not to be unreasonably withheld, delayed, or conditioned), save that Sona may assign or transfer any or all of its rights and obligations under the Agreement to any member of its Group.

Announcements. Subject to the prior written approval of the Customer, Sona may make public announcements in connection with the Agreement and/or the relationship between the parties. The Customer shall not, without the prior and specific written agreement of Sona, disclose any information regarding the nature of the Services publicly or to any third parties.

Compliance. For the avoidance of doubt, each party shall comply with all Applicable Laws relating to the:

(a) prevention of bribery and corruption (including the Bribery Act 2010);

(b) modern slavery and human trafficking (including the Modern Slavery Act 2015);

(c) trade and financial sanctions (including the Sanctions and Anti-Money Laundering Act 2018 and any sanctions regime made under it); and

(d) the prevention of the facilitation of tax evasion.

Scope. Anything not explicitly set out in a Services Order shall be excluded from the scope of that Services Order.

Stakeholders and roles. Sona and the Customer acknowledge and agree that from time to time either Sona or the Customer may, due to internal business reasons or turnover of employees, need to replace any of the individuals which fill the roles referred to in a Services Order. In doing so, Sona or the Customer (as appropriate) shall ensure that such replacement is of a similar skill as the departing individual. Sona and the Customer also acknowledge and agree that, where the Customer has multiple Services Orders, the stakeholder roles above may be combined across Services Orders for operational efficiency.

No partnership or agency. Nothing in the Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way.

No waiver. Waiver of any term of the Agreement or failure to enforce any term by either party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term of the Agreement.

Third party rights. Save as explicitly stated, the Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. The rights of the parties to rescind or vary the Agreement are not subject to the consent of any other person.

Notices.

(a) Any notice required to be given under the Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in the Agreement, or such other address as may have been notified by that party for such purposes, or sent by email to:

(i) in the case of notices served to Sona, legal@getsona.com or such other email address communicated to the Customer as being suitable for the service of notices;

(ii) in the case of notices served to the Customer, any or all of the Customer Representative(s).

(b) A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in Business Hours, at 09:00 on the next Business Day). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received two Business Days after posting. A notice sent by email shall be deemed to have been received at the time of transmission, as shown by the email time stamp obtained by the sender (or if delivery is not in Business Hours, at 09:00 on the next Business Day).

Dispute resolution procedure. If a dispute arises out of or in connection with the Agreement or the performance, validity or enforceability of it (Dispute) then the parties may attempt to resolve the Dispute in good faith, acting reasonably and within a reasonable amount of time, using the escalation procedure set out in the relevant Services Order. The commencement or continuance of this Dispute resolution procedure shall not prevent the parties commencing or continuing court proceedings in relation to the Dispute.

Governing law and jurisdiction. The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).