1. Parties and contract formation

The agreement is between Sono Software FZE (“SONO”) and the business identified in the Order Summary (“Customer”). The individual completing checkout represents that they are authorised to bind Customer.

The agreement is formed when the authorised representative accepts the incorporated documents, submits the order and SONO confirms successful payment or order acceptance electronically.

2. Service and standard scope

SONO provides access to the selected SONO SaaS system, hosting, standard updates, documentation and standard support for the subscription term.

The service is standardised. Integration, migration, SSO, custom reports, bespoke training, customer-specific development and product customisation are excluded unless SONO publishes them as a generally available paid service.

3. Accounts and permitted users

Customer may create accounts for its authorised personnel. Each account must be assigned to one person and credentials must not be shared. Customer controls permissions and remains responsible for authorised-user conduct.

4. Order Summary and precedence

The Order Summary states the product, user quantity, term, price, currency, renewal model and applicable document versions. “Mandatory Data Transfer Instrument” means any standard contractual clauses, addendum, undertaking or other binding transfer mechanism required under applicable data-protection law for an international transfer of personal data. In a conflict, a Mandatory Data Transfer Instrument prevails only for the international data-transfer subject matter it governs, followed by the Order Summary, these Terms, the DPA, SLA and other policies.

5. Fees, taxes and payment

Fees are charged through Stripe or another payment method presented by SONO. Prices, taxes and currency are shown before the order is submitted. Customer is responsible for taxes imposed on it by law, bank charges and required withholding, without reducing amounts due except where law requires.

A declined, reversed or disputed payment is not completed payment. SONO may request an updated payment method and suspend unpaid service after notice and a reasonable cure period.

6. Activation and acceptance

SONO targets activation within five business days after cleared payment and receipt of required administrator information. Customer must notify SONO in writing of any material failure of the Service to conform to the applicable documentation within five business days after activation. The notice must reasonably describe the affected functionality and the alleged non-conformity. Production use, or failure to provide such notice within that period, constitutes operational acceptance, without waiving any rights that cannot lawfully be waived. This acceptance mechanism does not apply to latent defects that could not reasonably have been identified during the acceptance period.

7. Term, renewal and cancellation

The initial and renewal terms are shown in the Order Summary. A non-renewing order ends at the close of its term. Recurring billing begins only after Customer expressly selects it and authorises charges.

Customer may disable a recurring subscription through the application or customer portal. Cancellation takes effect at the end of the paid period unless the Order Summary states otherwise; unused days are not refunded except where these Terms or mandatory law require.

8. Acceptable use

Customer and users must comply with the Acceptable Use Policy. SONO may proportionately restrict affected access to address an urgent security threat, unlawful use or material abuse and will notify Customer when reasonably possible.

9. Support and service levels

Standard support and availability commitments are described in the SLA. Service credits are the exclusive contractual remedy for availability failures except for wilful misconduct, gross negligence or non-excludable rights.

10. Customer data and privacy

Customer retains its rights in Customer Data and grants SONO the limited rights necessary to operate, secure and support the service. The DPA governs personal data processed for Customer.

Customer is responsible for lawful collection, instructions, notices, permissions and data minimisation. Customer must not upload to the Service any special-category personal data whose upload is prohibited under applicable law or documentation, or that is not supported by the Service.

11. Security, backup and continuity

SONO implements reasonable backup, restoration and data-protection measures appropriate to the Service, as further described in the DPA, SLA and Security Overview.

Customer remains responsible for maintaining independent copies of critical Customer Data that can reasonably be exported from the Service, in accordance with Customer’s own business-continuity and retention requirements.

12. Confidentiality

Each party will protect the other party’s non-public information using reasonable care and use it only to perform or exercise rights under the agreement. Required disclosures are limited to what law requires and, where permitted, preceded by notice.

13. Intellectual property

13.1 SONO Materials

SONO, its affiliates and licensors retain all rights, title and interest in and to the Service and all related software, source and object code, algorithms, models, workflows, APIs, interfaces, designs, templates, documentation, databases, configurations, know-how, trademarks, trade names, updates, improvements and derivative works (“SONO Materials”). Except for the limited right of use expressly granted under these Terms, no intellectual-property right is transferred to Customer.

13.2 Customer’s right to use the Service

Subject to payment of the applicable fees and compliance with these Terms, SONO grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right, during the subscription term, to permit its authorised users to access and use the Service solely for Customer’s internal business purposes.

13.3 Restrictions

Except to the extent expressly permitted by mandatory law, Customer must not, and must not permit any third party to: copy, modify, translate or create derivative works from the SONO Materials; reverse engineer, decompile, disassemble or attempt to discover source code, underlying structure or algorithms; circumvent technical restrictions; remove proprietary notices; sell, lease, sublicense or make the Service available to third parties; use the Service to develop or train a competing product or model; or publish benchmark or security-test results without SONO’s prior written consent.

13.4 Customer Data and Customer Materials

Customer retains all rights in Customer Data and in materials lawfully provided by Customer. Customer grants SONO and its subprocessors a limited, non-exclusive, worldwide and royalty-free right, for the subscription term and any applicable retention period, to host, copy, process, transmit, display and otherwise use those materials solely as necessary to provide, secure, maintain and support the Service, comply with Customer’s documented instructions and fulfil legal obligations.

13.5 Feedback

If Customer voluntarily provides suggestions, ideas or feedback that do not contain Customer Confidential Information or Customer Data, Customer grants SONO a perpetual, irrevocable, worldwide, royalty-free and transferable right to use and incorporate that feedback into SONO’s products and services without restriction or payment. SONO is not required to use any feedback.

13.6 Third-party and open-source components

The Service may include third-party or open-source components governed by their applicable licence terms. Those licence terms apply only to the relevant component and do not grant Customer any rights in other SONO Materials.

14. Warranties and disclaimers

SONO warrants that it has authority to provide the service and will perform it with reasonable professional care and materially in accordance with documentation. SONO does not warrant uninterrupted operation or any particular business result.

15. Liability

To the extent permitted by law, neither party is liable for indirect, consequential, lost-profit, lost-revenue or lost-opportunity damages. Subject to this Section 15, SONO is not liable for indirect or consequential loss arising from loss of Customer Data, except to the extent caused by SONO’s fraud, wilful misconduct or gross negligence. Each party’s aggregate liability is limited to fees paid or payable for the affected service during the six months before the event, subject to agreed higher caps for confidentiality, data protection and IP claims and exclusions that cannot legally be limited. Nothing in these Terms limits SONO’s obligations under applicable data-protection law or the DPA, or any liability that cannot lawfully be limited or excluded.

16. Suspension and termination

Either party may terminate for an uncured material breach after ten days’ written notice. SONO may immediately restrict affected access where urgent action is necessary to protect security, lawfulness or service integrity.

On expiry or termination, Customer must export available data before access ends. SONO will apply the DPA retention and deletion schedule.

17. Changes

SONO may update the Service and these standard online terms from time to time. The features, functionality, security, integrations, and technical infrastructure of the Service may be changed for all customers, including during a current paid subscription term. SONO is not required to provide or maintain a separate version of the Service for each customer or subscription term.

Changes to these terms that materially and adversely affect the Customer’s contractual rights or obligations will be notified to the Customer within a reasonable period before they take effect, unless a shorter period is required by law, regulatory requirements, an urgent security need, or the protection of service integrity. Technical updates, security patches, bug fixes, and feature changes that do not materially reduce the essential nature of the Service may be implemented without prior notice.

If the Customer does not accept a notified material adverse change, the Customer may terminate its subscription before the effective date of that change. Where required by mandatory law, SONO will provide a pro-rata refund for the unused portion of any prepaid term. No change will exclude or restrict customer rights that cannot lawfully be excluded or restricted.

18. Governing law and notices

Orders completed through the English-language sales flow and the resulting agreement are governed by the laws of the Dubai International Financial Centre (DIFC), and the DIFC Courts have exclusive jurisdiction, subject to any rights that cannot lawfully be excluded. Operational notices may be delivered to the account email. Formal notices to SONO must be sent to info@sonosoftware.com and to the notice address: Sono Software FZE, Starcamp Global, DWTC, The Offices One, Office No. 01.03, Dubai, UAE.

19. Entire agreement and language

The incorporated documents and Order Summary are the entire agreement for the standard service. For a sale completed through the English-language sales flow, the English agreement is the accepted and controlling version. A translation is provided only for convenience unless the order was completed through that language’s sales flow.