Terms & Conditions (Business to Business)

CONTENTS

CLAUSE

1. Interpretation
2. Basis of contract
3. Goods
4. Delivery of Goods
5. Quality of Goods
6. Title and risk
7. Supply of Services
8. Client's obligations
9. Charges and payment
10. Intellectual property right
11. Data protection
12. Confidentiality
13. Limitations of liability: The client's attention particularly drawn to this clause
14. Termination
15. Consequences of termination
16. Force majeure
17. General

1. Interpretation
The following definitions and rules of interpretation apply in these Conditions.

1.1
Definitions:

Business Day
A day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.

Business Hours
The period from 09:00 am to 5:00 pm on any Business Day.

Commencement Date
Has the meaning given in clause 2.2.

Conditions
These terms and conditions as amended from time to time in accordance with clause 17.8.

Contract
The contract between SONA and the Client for the supply of Goods and/or Services in accordance with these conditions.

Control
Has the meaning given in section 1124 of the Corporation Tax Act 2010, and the expression change of Control shall be interpreted accordingly.

Client
The person or firm who purchases the Goods and/or Services from SONA.

Deliverables
The Goods and/or Services set out in the System Proposal document.

Delivery Location
The premises to which the Goods and/or Services are to be deliverd/performed.

Force Majeure Event
Has the meaning given to it in clause 16.

Goods
The goods (or any part of them) set out in the Order.

Goods Specification
The Specification for the Goods set out in writing by SONA including in the System Proposal document.

Order
The Client's order for the supply of the Deliverables.

Service Plan
The maintenance contract for the Deliverables taken out by the end user for the maintenance and continued functionality of the Goods.

Services
The services supplied by SONA to the Client as set out in the System Proposal document.

SONA
Means Sona Projects Limited registered in England and Wales with company number 08188166.

Structure
All rooms, cabinetry and/or furntiure at the Deliver Location which will house the Goods.

Supplier Materials
Has the meaning given in clause 8.1(h)

System Proposal Document
The detailed written description and/or specification for the Deliverables provided in writing by SONA to the Client and any other plans or drawings agreed in writing by both parties to form part of the contract.

Third Party Supply
Any goods that are to be installed by SONA in accordance with the Contract, but which have been supplied by the Client or a third party.

UK GDPR
Has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018.

Warranty Period
Has the meaning given in clause 5.1

1.2 Interpretation

(a) A person includes a natural person, corporate or unicorporated body (whether or not having separate legal personality).

(b) A reference to a party includes its personal representatives, successors and permitted assigns.

(c) A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.

(d) Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.

(e) A reference to writing or written excludes fax but includes email.

2. Basis of contract

2.1
The Order constitutes an offer by the Client to purchase the Deliverables in accordance with these Conditions and in accordance with the System Proposal Document and the Service Plan.

2.2
The Order shall only be deemed to be accepted when SONA issues written acceptance of the Order at which point and on which date the Contract shall come into existence (Commencement Date). In the event of any inconsistency between the Order and the System Proposal Document, the latter shall prevail.

2.3
Any samples, drawings, descriptive matter or advertising issued by SONA and any descriptions of the Goods or illustrations or descriptions of the Services contained in SONA's catalogues or brochures (including on its website) are issued or published for the sole purpose of giving an approximate idea of the Services and/or Goods described in them. They shall not form part of the Contract nor have any contractual force.

2.4
These conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.5
Any quotation given by SONA shall not constitute an offe, and is only valid for a period of 2 calendar weeks from its date of issue.

2.6
All of these Conditions shall apply to the supply of both Goods and Services except where application to one or the other is specified.

3. Goods

3.1
The Deliverables are as described in the System Proposal documentation.

3.2
In the event of a Third Party Supply, the Client warrants to SONA that those goods shall: -
3.2.1 conform with their description and applicable specifications;
3.2.2 be free material defects in design material and workmanship;
3.2.3 be of satisfactory quality;
3.2.4 be fit for the purposes set out or contemplated by the System Proposal Document.

3.3
The Client shall on demand indemnify SONA without limit against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and reasonable legal and professional costs and expenses) suffered or incurred by SONA in connection with its use of a Third Party Supply. This clause 3.3 shall service termination of the Contract.

3.4
The Client shall indemnify SONA against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses) suffered or incurred by SONA arising out of or in connection with any claim made against SONA for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with SONA’s use of a Third Party Supply.

3.5
SONA reserves the right to amend the Contract and/or the System Proposal Document if required by any applicable statutory or regulatory requirement, and SONA shall notify the Client in any such event.

4. Delivery of Goods

4.1
SONA shall ensure that:
(a) Each delivery of the Goods is accompanied by a delivery note which shows all relevant reference numbers, the type and quantity of the Goods (including the code number of the Goods, where applicable), special storage instructions (if any); and

(b) Where SONA requires return of packaging material, it states so clearly on the delivery note.
The Client shall make any such packaging materials available for collection at such times as SONA shall reasonably request.
Returns of packaging materials shall be at the SONA's expense.

4.2
SONA shall deliver the Goods to the location set out in the Order or such other location as the parties may agree (Delivery Location) at any time after SONA notifies the Client that they are ready to supply the Deliverables.

4.3
Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.

4.4
Any dates quoted for delivery of the Goods are approximate only, and the time for delivery is not of the essence. SONA shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Client's failure to provide SONA with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods or adequate, unimpeded and safe access to the Delivery Location.

4.5
If SONA fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Client in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods. SONA shall have no liability for any failure to deliver the Goods to the extent that such failure is caused by a Force Majeure Event, denial of access to the Location or the Client's failure to provide SONA with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

4.6
If the Client fails to take delivery of the Goods or procure their acceptance by any third party to whose premises they are to be delivered, within three Business Days of SONA notifying the Client that the Goods are ready and/or that they are ready to supply the Deliverables, then except where such failure or delay is caused by a Force Majeure Event or by the SONA's failure to comply with its obligations under the Contract in respect of the Goods:
(a) Delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the day on which SONA notified the Client that the Goods were ready for supply and installation; and

(b) SONA shall store the Goods until actual delivery takes place, and charge the Client for all related costs and expenses (including insurance).

4.7
If ten Business Days after the day on which SONA notified the Client that the Goods were ready for delivery and installation the Client has not taken actual delivery of them, SONA may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Client for any excess over the price of the Goods or charge the Client for any shortfall below the price of the Goods.

4.8
SONA will make arrangements for control handsets and/or lighting keypads to be engraved and/or labelled once it is in receipt of final instructions from the Client in relation thereto provided such instruction is received in writing by no later than 12 months from the date of completion of delivery and/or the Services, whichever is the later.

5. Quality of Goods

5.1
SONA warrants that on delivery and for the period thereafter, as set out in the System Proposal document (Warranty Period),] the Goods shall:
(a) conform in all material respects with the Goods Specification;

(b) be free from material defects in design, material and workmanship;

(c) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979); and

(d) be fit for any purpose held out by SONA.

5.2 Subject to clause 5.3, if:
(a) the Client gives notice in writing to SONA during the Warranty Period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1; and

(b) SONA is given a reasonable opportunity of examining such Goods,

SONA shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

5.3
SONA shall not be liable for the Goods' failure to comply with the warranty set out in clause 5.1 if:
(a) the Client makes any further use of such Goods after giving a notice in accordance with clause 5.2;

(b) the defect arises because the Client failed to follow the SONA's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice regarding the same;

(c) the defect arises as a result of SONA following any drawing, design or specification supplied by the Client;

(d) the Client or any third party alters or repairs such Goods without the written consent of SONA;

(e) the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions;

(f) the Goods differ from the System Proposal Document as a result of changes made to ensure they comply with applicable statutory or regulatory requirements;

(g) the defect arises as a direct or indirect consequence of the supply of a third party product or the provision of third party services; or

(h) the defect of fault falls outside the relevant manufacturer’s warranty for the goods in respect of which the defect or fault arises.

5.4
Except as provided in this clause 5, SONA shall have no liability to the Client in respect of the Goods' failure to comply with the warranty set out in clause 5.1.

5.5
These Conditions shall apply to any repaired or replacement Goods supplied by SONA.

6. Title and risk

6.1
The risk in the Goods shall pass to the Client on completion of delivery to the Delivery Location.
Title to the Goods shall not pass to the Client until SONA receives payment in full (in cash or cleared funds) for the Goods and any other goods that SONA has supplied to the Client in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.

6.2
Until title to the Goods has passed to the Client, the Client shall:
(a) store the Goods separately from all other goods held by the Client so that they remain readily identifiable as SONA's property;

(b) not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;

(c) maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the SONA's behalf from the date of delivery;

(d) notify SONA immediately if it becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d); and

(e) give SONA such information as SONA may reasonably require from time to time relating to:
(i) the Goods; and
(ii) the ongoing financial position of the Client.

7. Supply of Services

7.1
SONA shall supply the Services to the Client in all material respects as set out in the System Proposal Document.

7.2
SONA shall use all reasonable endeavours to meet any performance dates for the Services specified in the System Proposal Document, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.

7.3
SONA reserves the right to amend the System Proposal Document, if necessary, to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and SONA shall notify the Client in any such event.

7.4
SONA warrants to the Client that the Services will be provided using reasonable care and skill.

7.5
SONA will provide all operational and management documentation relating to the Services in electronic format once all sums due to it under the contract have been paid. Hard copies will also be provided at such time, subject to prior payment of a reasonable charge.

8. Client's obligations

8.1 The Client shall:

(a) ensure that the terms of the Order and any information it provides to SONA are complete and accurate;

(b) co-operate with SONA in all matters relating to the Services;

(c) provide and/or procure that SONA, its employees, agents, consultants and subcontractors, has access to the Delivery Location;

(d)provide SONA with such information and materials as SONA may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;

(e) prepare and/or procure that the Delivery Location is prepared for the supply of the Services;

(f) obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;

(g) comply with all applicable laws, including health and safety laws;

(h) keep all materials, equipment, documents and other property of SONA (Supplier Materials) at the Client's premises in safe custody at its own risk, maintain or procure the maintenance of the Supplier Materials in good condition until returned to SONA, and not dispose of or use SONA’s Materials other than in accordance with SONA's written instructions or authorisation; [and]

(i) comply with any additional obligations as set out in the System Proposal Document; and

(j) Provide (or procure for) SONA, its employees, agents, consultants and subcontractors, access to the Delivery Location, and other facilities as reasonably required by SONA to provide the Services;

(k) provide SONA with such information and materials as SONA may reasonably require to supply the Services and ensure that such information is complete and accurate in all material respects;

(l) prepare the Delivery Location for the supply of the Services. For the avoidance of doubt the Client hereby acknowledges and agrees that the relevant premises at which the Services will be supplied will have all first fix electrics, which will comprise of all the work needed to take the building from foundation to putting plaster on the internal walls, furthermore it will include constructing walls, floors and ceilings and inserting cables and power points for the electrical supply;

(m) obtain and maintain all necessary licences, permissions and consent which may be required for the Services to be completed prior to the date on which the Services are to start;

(n) in the event that SONA is not providing the first fix of low voltage cabling (“LVC”) then in that event the Client will ensure that LVC is available to the appropriate standard and at the appropriate time to enable SONA to deliver the Goods and/or Services;

(o) procure that the nominated electrical contractor will be available to SONA to provide it with support and advice in relation to issues in respect of mains voltage as relevant in respect of the Goods and/or Services;

(p) keep and maintain all materials, equipment, documents and other property of SONA (SONA Materials) at the relevant premises in safe custody at its own risk, maintain SONA Materials in good condition until returned to SONA, and not dispose of or use SONA Materials other than in accordance with SONA's written instructions or authorisation;

(q) ensure that all the Structures (in whole or in part) will be fit for the purpose identified in the System Proposal Document and can properly accommodate the Goods and or Services;

(r) prior to the commencement of the construction and/or any variation required to the Structures the Client will ensure that it obtains the prior approval of SONA in respect of the design and/or specification of the Structure(s) and/or any variation thereto;

(s) where the Goods and/or Services are to be mounted within or recessed into a plastered wall(s) and/or ceiling detail, the appropriate construction works required to support the same will be provided and the Client will obtain the prior approval of SONA in respect of the variation to the layout thereto prior to the commencement of any construction works;

(t) where SONA are supplying Goods and/or Services on the basis that it will be using pre-existing cabling, the Client will ensure that it is in full working order and that the installation methods and proximity of power cabling is appropriate to enable SONA to deliver the Goods and/or Services;

(u) where the Client is providing any goods to be installed and it requires SONA to provide Services in respect of the installation thereof, then the Client will ensure such goods are in good working order and fit for purpose. For the avoidance of doubt, the Client hereby acknowledges and agrees that in the case of such goods not being in good working order and/or fit for purpose, then SONA will not be providing any warranty or guarantee whether under the provisions of clause 5 of these Conditions or otherwise;

(v) provide SONA with a detailed lighting design or structure, if so requested by it;

(w) for the avoidance of doubt the Client hereby acknowledges and agrees that if no detailed lighting design is made available to SONA, then the SONA lighting control specification will be based on its assumption of usual lighting quantity for a project of the type contemplated in the System Proposal Document and will not make allowance for any higher or lower than usual load types that may exist. SONA reserves the right to vary the price in the event of an unusual load;

(x) where appropriate the Client will ensure that all Structures are appropriately modified, cooled and ventilated by way of inlet and/or outlet fans and/or appropriate air conditioning at the Clients cost and in accordance with SONA’s reasonable requirements;

(y) the Client hereby acknowledges and agrees that it will not unreasonably withhold or delay consent to a fair and reasonable price revision in the event that the Client has failed to comply with clause 8;

(z) the Client hereby acknowledges and agrees that SONA is unable to predict the extent and or quality of WIFI coverage at the Delivery Location until it is structurally complete; and all electrical, mechanical and interior decorations works and finishes are completed; the Client further acknowledges and agrees the number of wireless access points in the System Proposal document is based entirely on the floor plan of the relevant property provided to SONA and the details provided by the Client of the materials used in construction of the property; and the Client hereby agrees that as and when SONA carry out the final system configuration in respect of the Services and/or Goods it may become necessary to install additional WAP’s or to reduce the number of WAPs accordingly. SONA reserves the right to make an additional charge for any increased provision.

8.2
If SONA’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):

(a) without limiting or affecting any other right or remedy available to it, SONA shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the SONA's performance of any of its obligations;

(b) SONA shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the SONA's failure or delay to perform any of its obligations as set out in this clause 8.2; and

(c) the Client shall reimburse SONA on written demand for any costs or losses sustained or incurred by SONA arising directly or indirectly from the Client Default.

9. Charges and payment

9.1
The price for Goods:

(a) shall be the price set out in the System Proposal Document; and

(b) shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be invoiced to the Client.

(c) The charges for Services shall be calculated and payable as set out in the System Proposal Document. SONA shall be entitled to charge the Client for any expenses reasonably incurred by the individuals whom SONA engages in connection with the Services including travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by SONA for the performance of the Services, and for the costs of any materials.

9.3
9.3.1 The price for Goods shall be the price set out in the System Proposal Document or otherwise agreed between the parties in writing (the Price). For the avoidance of doubt any prior fee charged to the Client for design of the Deliverables is excluded from the Price and payable in addition to the Price.

9.3.2 The charges for Services shall be as set out in the System Proposal Document and/or in the case of any maintenance charge as set out in the Service Plan.

9.3.3 In the event that the location at which SONA will deliver the Goods and/or provide its Services is outside a 50-mile radius of postcode WA3 6DD then SONA shall be entitled to charge the Client for any expenses reasonably incurred by SONA including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses.

9.3.4 SONA reserves the right to:
9.3.4.1 increase the price of the Goods, by giving notice to the Client at any time before delivery, to reflect any increase in the cost of the Goods to SONA that is due to:

9.3.4.2 any factor beyond the control of SONA (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs);

9.3.4.3 any request by the Client to change the delivery date(s), Delivery Location, quantities or types of Goods ordered and/or Services to be provided, or the System Proposal Document; or

9.3.4.4 any delay caused by any instructions of the Client in respect of the Goods and/or Services or failure of the Client to give SONA adequate or accurate information or instructions in respect of the Goods and/or Services.

9.3.5
In respect of Goods, SONA shall invoice the Client on or at any time after the Order has been accepted by SONA pursuant to the terms of this Contract (Goods Invoice). The Client hereby acknowledges and agrees that the Goods will not be ordered by SONA until the Goods Invoice is paid in full in accordance with the terms of this Contract. Further the Client hereby acknowledges and agrees that if any proposed delivery dates or installation dates in respect of the Goods and/or Services are delayed as a consequence of any delay on the part of the Client to pay the Goods Invoice then in that event SONA will not be responsible for any losses of whatever nature suffered by the Client as a consequence of any such delay.

9.4
All amounts payable by the Client under the Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by SONA to the Client, the Client shall, on receipt of a valid VAT invoice from the Supplier, pay to SONA such additional amounts in respect of VAT as are chargeable on the supply of the Services or Goods at the same time as payment is due for the supply of the Services or Goods.

9.5
If the Client fails to make a payment due to the SONA under the Contract by the due date, then, without limiting the Supplier's remedies under clause 14, the Client shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 9 will accrue each day at 4% a year above the Bank of England's base rate from time to time, but at 4% a year for any period when that base rate is below 0%.

9.6
All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

10. Intellectual property rights

10.1
All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by SONA.

10.2
The Client acknowledges that, in respect of any third party Intellectual Property Rights in the Services, the Client's use of any such Intellectual Property Rights is conditional on SONA obtaining a written licence from the relevant licensor on such terms as will entitle SONA to license such rights to the Client.

10.3
All SONA Materials are the exclusive property of SONA.

10.4
SONA grants to the Client, or shall procure the direct grant to the Client of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual licence during the term of the Contract to copy the Deliverables for the purpose of receiving and using the Services and the Deliverables. However, SONA is not responsible to the Client for payment of any third party licence fees required to maintain the ongoing functionality of the Goods save where this is covered under the terms of the Service Plan.

10.5
The Client shall not sub-license, assign or otherwise transfer the rights granted by clause 10.2.

10.6
The Client grants SONA a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Client to SONA for the purpose of providing the Services to the Client.

11. Data protection

11.1 The following definitions apply in this clause 11:

(a) Controller, Processor, Data Subject, Personal Data, Personal Data Breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.

(b) Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the UK GDPR, the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) [and the guidance and codes of practice issued by the Information Commissioner or other relevant regulatory authority and applicable to a party].

(c) Domestic Law: the law of the United Kingdom or a part of the United Kingdom.

11.2
Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 11 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation.

11.3
The parties acknowledge that for the purposes of the Data Protection Legislation, the Client is the Controller and SONA is the Processor.

11.4
Without prejudice to the generality of clause 11.2, the Client will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to SONA and/or lawful collection of the Personal Data by SONA on behalf of the Client for the duration and purposes of the Contract.

11.5
Without prejudice to the generality of clause 11.2, SONA shall, in relation to any Personal Data processed in connection with the performance by SONA of its obligations under the Contract:

(a) process that Personal Data only on the documented written instructions of the Client unless SONA is required by Domestic Law to otherwise process that Personal Data. Where SONA is relying on Domestic Law as the basis for processing Personal Data, SONA shall promptly notify the Client of this before performing the processing required by the Domestic Law unless the Domestic Law prohibits SONA from so notifying theClient;

(b) 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;

(c) ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and

(d) not transfer any Personal Data outside of the UK unless the prior written consent of the Client has been obtained and the following conditions are fulfilled:
(i) the Client or SONA has provided appropriate safeguards in relation to the transfer;
(ii) the Data Subject has enforceable rights and effective legal remedies;
(iii) SONA complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and
(iv) SONA complies with reasonable instructions notified to it in advance by the Client with respect to the processing of the Personal Data;

(e) assist the Client, at the Client's cost, 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 Client without undue delay on becoming aware of a Personal Data Breach;

(g) at the written direction of the Client, delete or return Personal Data and copies thereof to the Client on termination of the Contract unless required by Domestic Law to store the Personal Data; and

(h) maintain complete and accurate records and information to demonstrate its compliance with this clause 11.

12. Confidentiality

12.1
Each party undertakes that it shall not at any time during the Contract, and for a period of two years after termination of the Contract, disclose to any person any confidential information concerning the business, assets, affairs, customes, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.2.

12.2
Each party may disclose the other party's confidential information:

(a) to its employees, officers, representatives, contractors or subcontracts 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 Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause 12; and

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.3
No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

13. Limitation of liability: The client's attention particularly drawn to this clause

13.1
The restrictions on liability in this clause 13 apply to every liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.

13.2
Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.

13.3
Nothing in the Contract limits any liability which cannot legally be limited, including liability for:

(a) death or personal injury caused by negligence;

(b) fraud or fraudulent misrepresentation;

(c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession); and

(d) defective products under the Consumer Protection Act 1987.

13.4
Subject to clause 13.3, the SONA's total liability to the Client shall not exceed the Price (exclusive of value added tax or similar sales tax) paid for the Supply of the Deliverables.

13.5
This clause 13.5 sets out specific heads of excluded loss [and exceptions from them]:

(a) Subject to clause 13.2 and clause 13.3, this clause 13.5(b) below excludes specified types of loss.

(b) The following types of loss are wholly excluded:
(i) loss of profits;
(ii) loss of sales or business;
(iii) loss of agreements or contracts;
(iv) loss of anticipated savings;
(v) loss of use or corruption of software, data or information;
(vi) loss of or damage to goodwill; and
(vii) indirect or consequential loss.

13.6
SONA has given commitments as to compliance of the Goods and Services with relevant specifications in clause 5 and clause 7. In view of these commitments, the terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3, 4 and 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

13.7
This clause 13 shall survive termination of the Contract.

14. Termination

14.1
Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of its obligations under the Contract and (if such breach is remediable) fails to remedy that breach within 30 days after receipt of notice in writing to do so;

(b) the other party takes any step or action in connection with its entering administration, bankruptcy, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;

(c) the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business;

(d) the other party's financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy; or

(e) the other party dies or is no longer capable of managing his affairs.

14.2
Without affecting any other right or remedy available to it, SONA may terminate the Contract with immediate effect by giving written notice to the Client if:

(a) the Client fails to pay any amount due under the Contract on the due date for payment; or

(b) there is a change of Control of the Client.

14.3
Without affecting any other right or remedy available to it, SONA may suspend the supply of Services or all further deliveries of Goods under the Contract or any other contract between the Client and SONA if the Client fails to pay any amount due under the Contract on the due date for payment, the Client becomes subject to any of the events listed in clause 14.1(b) to clause 14.1(d), or SONA reasonably believes that the Client is about to become subject to any of them.

15. Consequences of termination

15.1
On termination of the Contract:

(a) the Client shall immediately pay to SONA all of the SONA's outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, SONA shall submit an invoice, which shall be payable by the Client immediately on receipt;

(b) the Client shall return all of SONA’s Materials and any Deliverables or Goods which have not been fully paid for. If the Client fails to do so, then SONA may enter the Client's premises and take possession of them. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.

15.2
Termination or expiry of the Contract shall not affect any rights, remedies, obligations and 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 Contract which existed at or before the date of termination or expiry.

15.3
Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.

16. Force majeure

Neither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 months, the party not affected may terminate the Contract by giving 30 days' written notice to the affected party.

17. General

17.1
Assignment and other dealings

(a) SONA may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.

(b) The Client shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without the prior written consent of SONA.

17.2 Notices.

(a) Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
(i) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case);
(ii) sent by email to the last known email address of each party

(b) Any notice shall be deemed to have been received:
(i) if delivered by hand, at the time the notice is left at the proper address;
(ii) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
(iii) if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.

(c) This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.

17.3 Severance
If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 17.3 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.

17.4 Waiver.
(a) A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

(b) A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17.5 No partnership or agency.
Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.

17.6 Entire agreement.

(a) The Contract constitutes the entire agreement between the parties.

(b) Each party acknowledges that in entering into the Contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

17.7 Third party rights.

(a) The Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

(b) The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.

17.8 Variation.
Except as set out in these Conditions, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).

17.9 Governing law.
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

17.10 Jurisdiction.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.