Please read these terms of service (Terms of Service) carefully before using the Sonra Website, Services and Software. By accessing, using or downloading material from the Website and using the Services, you agree to be bound by these Terms of Service. You confirm that you are of sufficient age to lawfully use the Website and Services, enter into a contract and to create binding legal obligations for any liability you may incur as a result of your use of the Website, Services and Software. If you do not agree to these Terms of Service, please do not use the Website, Services or Software.

A hyperlink to these Terms of Service is prominently displayed at the bottom of the Website homepage or application. A further link is provided immediately prior to access to and/or payment for the Services.

We reserve the right in our sole discretion and at any time and for any reason, to modify or discontinue any aspect or feature of the Website, Services and Software or to modify these Terms of Service. Please note that the Terms of Service may vary from time to time, without notice to you for non-material changes and that your continued use of the Website, Services and Software following such change constitutes your acceptance of the new Terms of Service.

If you are agreeing to these Terms of Service on behalf of someone else (your employer for example), then you are warranting to us that you have full legal authority to bind that third party.

When you use the Services or send e-mails to us, you are communicating with us electronically. We will communicate with you by e-mail or by posting notices on the Website. For contractual purposes, you consent to receive communications from us electronically and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing, unless mandatory applicable laws specifically require a different form of communication.

1. DEFINITIONS AND INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement: means these Terms of Service together with any Order Forms agreed between the parties and any ancillary agreements or documents referred to herein.

Affiliate: means any entity directly or indirectly controlling or controlled by or under direct or indirect common control with another entity; and “control” means the power, directly or indirectly, to direct, or cause the direction of the management and policies of an entity through the ownership of voting securities, by contract or otherwise.

Authorised Users:  those employees, contractors, subcontractors, and agents who are authorised by Client to use the Services.

Business Day:  a day other than a Saturday, Sunday or public holiday in Ireland when banks in Dublin are open for business.

Business Hours: 9.00 am to 5.30 pm local Irish time, each Business Day.

Client: means you the individual or corporate entity accepting the terms and conditions of this Agreement.

Client Data: the information and data inputted by Client, Authorised Users, or Sonra on Client’s behalf for the purpose of using the Services or facilitating Client’s use of the Services.

Confidential Information: all documentation, technical information, software, business information, feedback, trade secrets or know how or other materials of a confidential nature or that are disclosed in confidence by either party to the other during the term of this contract.

Data Protection Laws: means the provisions of the EU General Data Protection Regulation 2016/679 (the “GDPR”) as amended or replaced from time to time, and any regulations or statutory instruments enacted thereunder, and any other applicable legislation relating to the collection, processing, transfer, or retention of personal data.

Effective Date: the date as set out in an Order Form or if no Order Form the date of acceptance of these Terms and Conditions by Client.

Fees: the fees for the Services as set out in an Order Form for paid access to the Services.

Initial Term: the initial term of this Agreement as set out in an Order Form or if no Order Form the term as indicated by Sonra.

Intellectual Property: means patents, trade marks, service marks, rights (registered or unregistered) in any designs, applications for any of the foregoing, trade or business names, copyright (including rights in computer software and source code), secret formulae and processes, other proprietary knowledge and information, internet domain names, rights protecting goodwill and reputation, database rights (including rights of extraction) and all rights and forms of protection of a similar nature to any of the foregoing or having equivalent effect anywhere in the world and all rights under licences and consents in respect of any of the rights and forms of protection mentioned in this definition (and “Intellectual Property Rights” shall be construed accordingly).

Renewal Term:  the period described in an Order Form or if no such Order Form then period(s) of twelve months each.

Services:  the Software, and any other services as more particularly described in an Order Form.

Software:  the online software applications provided by Sonra as set out at https://sonra.io/flowhigh/ .

Term: has the meaning given in Clause 12.1 (being the Initial Term together with any subsequent Renewal Terms).

Terms of Service: means these Sonra terms of service as may be amended from time to time.

Third Party Providers: means third party entities engaged by Sonra to provide services which services are delivered as part of the Services or are delivered alongside the Services.

Virus:  any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

1.2 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns. A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. Reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it. A reference to writing or written includes e-mail.

2. ACCESS TO SERVICES

2.1 Subject to the terms and conditions of this Agreement, Sonra hereby grants to Client a non-exclusive, non-transferable right, without the right to grant sublicences, of access to and use of the Services during the Term.

2.2 Client may designate an Authorised User as an administrator (or “master” administrator) with control over Client’s service account, including management of Authorised Users and Client Data. Client is fully responsible for its choice of administrator and any actions they take. Client agrees that Sonra’s responsibilities do not extend to the internal management or administration of the Services for Client.

2.3 In relation to the Authorised Users, Client undertakes that:

2.3.1 each Authorised User shall keep a secure password for their use of the Services and that each Authorised User shall keep his password confidential; and

2.3.2 if through any investigation it is revealed that any password has been provided to any individual who is not an Authorised User, then without prejudice to Sonra’s other rights, Client shall promptly disable such passwords and shall not issue any new passwords to any such individual.

2.4 The Services are not intended for, and may not be used by, anyone under the age of 16. Client is responsible for ensuring that all Authorised Users are at least 16 years old.

2.5 If Client receives access to the Services on a free, preview or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Client’s evaluation during the period designated by Sonra and such access shall be subject to these Terms and Conditions. Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason and upon termination access shall revert to the free plan generally available at that time. Trials and Betas may be incomplete or include features that Sonra may never release, and their features and performance information are Sonra’s Confidential Information. Notwithstanding any other provision in this Agreement, Sonra provides no support, warranty or indemnity for Trials and Betas and its liability for Trials and Betas will not exceed €100.

3. CLIENT’S OBLIGATIONS

3.1 Client shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Sonra.

3.2 Client shall be responsible for the acts and omissions of its Affiliates and Authorised Users who access the Services, as though they were the acts and omissions of Client. Client agrees to indemnify Sonra, its Affiliates and subcontractors against any claims, costs, losses, damages or liability arising from the acts or omissions of its Affiliates and Authorised Users.

3.3 Client shall not during the course of its use of the Services access, store, distribute or transmit any Viruses, or any material that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; or (ii) facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence; or (iii) is discriminatory or otherwise illegal or causes damage or injury to any person or property; (iv) contains any unsolicited or unauthorized advertising, promotional or marketing materials; or (v) encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable law or regulation.

3.4 Client shall not, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement; (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services in any form or media or by any means; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Services; (iii) access all or any part of the Services in order to build a product or service which competes with the Services or (iv) access all or any part of the Services in order to build a product or service for commercial gain; or (iv) work around any technical limitations in the Services.

3.5 Client shall (i) comply with all applicable laws and regulations with respect to its activities under this Agreement including Data Protection Laws; (ii) obtain and shall maintain all necessary licences, consents, and permissions necessary for Sonra and its subcontractors to perform their respective obligations under this Agreement; and (iii) ensure that its network and systems comply with specifications provided by Sonra and will be solely responsible for procuring and maintaining its network connections and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Client’s network connections or telecommunications links.

3.6 Without prejudice to Sonra’s other rights in law or equity, Sonra reserves the right, without liability to Client, to suspend or disable Client’s or any Authorised Users access to the Services where Client breaches the provisions of this clause 3 and Client shall not thereby be entitled to claim any refund or compensation for such suspension. Given the nature of the obligations in this clause 3 and the impact a breach of same could have on Sonra, the Services and Software, no remedy period shall be granted to Client prior to Sonra exercising the suspension rights herein.

4. FEES AND PAYMENT

4.1 For pay per use access, Sonra shall invoice Client and Client shall pay the Fees in accordance with the provisions of the Order Form and this clause 4. Fees for any Renewal Terms are as specified in the Order Form or if not specified shall be at Sonra’s then-current rates, regardless of any discounted pricing in a prior Order.

4.2 Usage of any free version of the Services shall be rate limited i.e. client will receive a free allocation of usage credits each month. Once these credits have been used up the user can submit their credit card and they will switch over from free to premium. Billing shall be at the end of the month for any usage that exceeds the monthly limit. Client can cancel the premium model at any point in time upon which they will revert to the free plan at the end of the month.

4.3 If Sonra has not received payment of Fees within fifteen (15) days after the due date, and without prejudice to any other rights and remedies of Sonra,  Sonra may, subject to providing a further fifteen (15) days’ written notice, without liability to Client, disable Client’s password, account and access to all or part of the Services and Sonra shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid. In addition, interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8 percentage points above the European Central Bank’s reference rate or if such rate shall exceed any applicable permissible legal interest rate, then at the highest legally permissible rate, commencing on the due date and continuing until fully paid, whether before or after judgment.

4.4 All amounts stated or referred to in this Agreement are non-cancellable and non-refundable unless stated elsewhere in the Agreement and are exclusive of all sales, use, value-added, withholding and other taxes and duties which shall be added to Sonra’s invoice(s) at the appropriate rate. Client will pay all taxes and duties (including withholding tax) assessed in connection with this Agreement. Client shall pay all Fees in full without set off or counterclaim.

4.5 Where any usage limitations are indicated on an Order Form, Sonra shall notify Client in the event of such limitations being breached at any time together with details of increased rates to apply to continued usage during the billing period.

4.6 Sonra reserves the right to change the Fees and/or to institute new charges and fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to Customer (which may be sent by email).

5. SUPPORT AND MAINTENANCE 

5.1 Where indicated on an Order Form, Client may contact Sonra during Business Hours for support in relation to the Services by contacting [email protected].

5.2 From time to time it may be necessary for Sonra to complete maintenance on the Sonra system. If the maintenance is likely to result in unavailability of the Services then Sonra will endeavour to advise Client in advance. Unscheduled maintenance in respect of a significant event may be required to be performed at any time without notice.

6. WARRANTIES AND DISCLAIMER

6.1 Each party warrants that it has the full corporate power (i) to enter into this Agreement, (ii) to carry out its obligations hereunder, and (iii) to grant the rights herein granted to the other party.

6.2 Client warrants that Client Data (including Personal Data), material, content or links provided to Sonra by or on behalf of Client: (i) are owned by Client or are provided with the express consent from the third party holding any ownership rights (including copyright) over such material, or, alternatively, are in the public domain, and are not owned by any third party or otherwise covered by copyright laws; (ii) do not breach the rights of any person or entity, including rights of publicity, privacy, or under applicable Data Protection Laws or direct marketing laws and are not defamatory; and (iii) do not result in consumer fraud (including being false or misleading), product liability, tort, breach of contract, breach of Intellectual Property, injury, damage or harm of any kind to any person or entity.

6.3 Other than with respect to the express warranties set forth herein, the Services are provided “as is” and all warranties express or implied, representations, conditions and all other terms of any kind whatsoever implied by statute or common law, including those of non-infringement, merchantability and fitness for a particular purpose, all are, to the fullest extent permitted by applicable law, are hereby disclaimed and excluded by Sonra from this Agreement. Client is solely responsible for determining the suitability of the Services for its use in light of any applicable legislation or regulations including without limitation Data Protection Laws.

6.4 Sonra does not warrant that Client’s use of the Services will be uninterrupted or error-free or that the Services will operate in combination with third party services used by Client save where otherwise agreed. The Service may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Sonra is not responsible for any delays, delivery failures, or other damage resulting from the transfer of data over communications networks and facilities, including the internet.

6.5 Client may choose to use the Services with third-party platforms. Use of third-party platforms is subject to Client’s agreement with the relevant provider and not this Agreement. Sonra does not control and has no liability for third-party platforms, including their security, functionality, operation, availability or interoperability or how the third-party platforms or their providers use Client Data. If Client enables a third-party platform with the Services, Sonra may access and exchange Client Data with the third-party platform on Client’s behalf.

6.6 Sonra reserves the right to introduce new or enhanced features and functionalities to the Services which do not negatively impact Client’s use thereof.

7. ADDITIONAL SERVICES AND INTEGRATIONS

7.1 Any additional Services requested by Client shall be set out in an Order Form. Client will give Sonra timely access to any Client materials reasonably needed for the additional Services, and if Client fails to do so, Sonra’s obligation to provide the Services will be excused until access is provided. Sonra will use Client materials only for purposes of providing the Services. Client may use Services deliverables only as part of its authorized use of the Service, subject to the same terms as for the Service in clause 2 and clause 3.

7.2 From time to time, Sonra may assist Client, at Client’s request, to integrate the Services with the services of third parties with whom Client has independently contracted (“Client’s Contractors”).  Such integrations will be completed and deployed as part of the Services and will be subject to acceptance by Client prior to deployment, thereinafter the “Accepted Integration”. Save to the extent that any liability, loss, damage or claim arises in whole or in part as a consequence of Sonra’s material breach of this Agreement, negligence or wilful default, Sonra disclaims all responsibility for the actions of Client’s Contractors for loss, damages or claims arising from Accepted Integrations. Subject to the foregoing, Sonra make no representations or warranties as to the suitability of Client’s Contractors or of the successful integration of Sonra Services with the services of Client’s Contractors.

8. DATA

8.1 In providing its Services under this Agreement, Sonra may be required to process Personal Data on Client’s behalf. In such circumstances, Sonra shall process personal data in accordance with its privacy policy.

8.2 Client acknowledges and agrees that Sonra may collect and use anonymised data from the Software relating to outcomes, usage data and other information solely for the purposes of improving the user experience and providing value added services. This data shall be irreversibly anonymised and shall therefore no longer be considered personal data under the Data Protection Laws.

8.3 Subject to clause 8.1, in the event of any loss or damage to Client Data Sonra shall use reasonable commercial endeavours to restore the lost or damaged Client Data from the latest back-up of such Client Data maintained by Sonra. Sonra shall not be responsible for any loss, destruction, alteration or disclosure of Client Data caused by reasons outside the control of Sonra.

9. INTELLECTUAL PROPERTY RIGHTS

9.1 Client acknowledges and agrees that Sonra and/or its licensors own all Intellectual Property Rights in the Services and Software together with all modifications or improvements there. Except as expressly stated herein, this Agreement does not grant Client any rights to, under or in, any Intellectual Property or any other rights or licences in respect of the Services and Software. All Intellectual Property Rights to any improvement or modifications in the Services and Software shall be assigned to and shall vest with and be solely owned by Sonra and/or its licensors upon creation.

9.2 Client shall own all right, title and interest in and to all of Client Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Client Data.

10. INDEMNITY

10.1 Sonra will indemnify Client in respect of any and all damages, awards of damages, losses, costs, expenses, fees (including reasonable legal fees, fines and penalties) to the extent arising out of claims by third parties that the Services infringes a third-party’s copyright, trademark existing or patent granted as of the date of delivery in any country in which the Services are delivered. If Services are or are likely to be held to be infringing, Sonra will at its expense and option either: (i) procure the right for Client to continue using it, (ii) replace it with a non-infringing equivalent, (iii) modify it to make it non-infringing, or (iv) terminate this Agreement and refund to Client fees paid for any unused portion of the Services.

10.2 Notwithstanding the above, Sonra shall have no liability to Client to the extent that any claim is based upon (i) modifications to the Services made by anyone other than Sonra; (ii) a claim for which Client must indemnify Sonra below; (iii) combination of the Services with software not provided by Sonra or specified in any agreed documentation; (iv) Client’s failure to use modifications to the Services provided by Sonra to avoid infringement or misappropriation; (v) unauthorised use of the Services; or (vi) any Trials and Betas or other free or evaluation use.

10.3 The rights granted to Client under Clause 10.1 shall be Client’s sole and exclusive remedy and Sonra’s entire liability for any alleged or actual infringement of intellectual property rights of any third party.

10.4 Client shall defend indemnify and hold harmless Sonra, its Affiliates and each of its officers, employees agents and subcontractors from and against all claims, demands, damages, awards of damages, losses, costs, expenses and liabilities (including any regulatory fines and reasonable legal fees) that result or arise in connection with: (i) unauthorised use of the Services; (ii) infringement of Sonra’s Intellectual Property Rights; (iii) material breach of this Agreement including any warranties or representations; and (iv) breach of applicable law including violations of third party rights due to Client’s use of the Services.

10.5 If any action shall be brought against one of the parties hereto in respect to which indemnity may be sought against the other party (the “Indemnifying Party”) pursuant to this Agreement, the Indemnifying Party’s obligation to provide such indemnification will be conditioned on prompt notice of such claim (including the nature of the claim and the amount of damages and nature of other relief sought) being provided to the Indemnifying Party by the party against which such action is brought (the “Indemnified Party”).  The Indemnified Party shall cooperate with the Indemnifying Party in all reasonable respects in connection with the defense of any such action at the expense of the Indemnifying Party.  The Indemnifying Party will, upon written notice to the Indemnified Party, conduct all proceedings or negotiations in connection with the action, assume the defense thereof, including settlement negotiations in connection with the action, and will be responsible for the costs of such defense, negotiations and proceedings.  The Indemnifying Party will have sole control of the defense and settlement of any claims for which it provides indemnification hereunder, provided that the Indemnifying Party will not enter into any settlement of such claim without the prior approval of the Indemnified Party, which approval will not be unreasonably withheld.  The Indemnified Party shall have the right to retain separate counsel and participate in the defense of the action or claim at its own expense.

11. LIMITATION OF LIABILITY

11.1 Nothing in this Agreement limits or excludes liability of either party in respect of any claims for death or personal injury caused by negligence, fraud or any other liability which cannot be excluded or limited by law.

11.2 To the maximum extent permitted by applicable law, Sonra will not have any liability to Client for any loss of profits, loss of business, loss of revenue, loss of data, reputational damage, or for any indirect, special, incidental, punitive, or consequential damages however caused and under any theory of liability whether or not Sonra has been advised of the possibility of such.

11.3 Subject to clauses 2.5, 11.1 and 11.2, to the maximum extent permitted by applicable law, Sonra’s and its Affiliates total aggregate liability arising out of or related to this Agreement or the Services under any theory of law (including liability for negligence or breach of statutory duty or an indemnity claim) shall not exceed the total amount of the Fees paid by Client in the three months preceding the claim under which the liability has arisen.

12. TERM AND TERMINATION

12.1 This Agreement shall commence on the Effective Date and shall unless otherwise indicated on an Order Form or terminated as provided in this Clause 12, continue for the Initial Term. Thereafter this Agreement shall automatically renew for the Renewal Terms unless either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Term. The Initial Term together with any subsequent Renewal Terms shall constitute the Term. If Sonra wishes to modify pricing for the Services for such a Renewal Term it may do so in accordance with clause 4.

12.2 Trials and Betas shall run for the period agreed between the parties. Where Trials and Betas end and the parties wish to contract for the continued provision of the Services, a new Order Form shall be agreed.

12.3 Either party shall be entitled to terminate the Agreement on written notice in the event of:

12.3.1 a material breach of this Agreement by the other party which, if capable of remedy, is not remedied by the defaulting party within fifteen days of its receipt of written notice of the breach from the non-defaulting party;

12.3.2 fraud or wilful default of the other party; or

12.3.3 the other party becoming insolvent or unable to pay its debts when due (as defined by applicable law) or has a liquidator, receiver or manager appointed to it, or a winding-up order instituted against it.

12.4 Sonra may terminate the Agreement on written notice in the event Client fails to discharge any Fees due and owing.

12.5 On termination of this Agreement for any reason:

12.5.1 all licences and rights of access granted under this Agreement shall immediately terminate and all right to access the Services shall immediately terminate;

12.5.2 each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;

12.5.3 Upon receipt of a written request and payment of Sonra’s standard fee, Sonra shall use reasonable commercial endeavours to deliver a back-up of Client Data to Client within 30 days of its receipt of such a written request, provided that Client has at that time paid all fees and charges outstanding at and resulting from termination. If Sonra does not receive any such request within 30 days of the date of termination, it may destroy or otherwise dispose of any of Client Data in its possession; and

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

13. CONFIDENTIALITY 

13.1 Each party (the “Receiving Party”) acknowledges that, in the course of this Agreement, it may obtain Confidential Information from the other party, (the “Disclosing Party”). The Receiving Party shall keep in confidence all Confidential Information disclosed by the Disclosing Party and shall not use Confidential Information except in furtherance of this Agreement. The Receiving Party shall not disclose any Confidential Information to any person without the Disclosing Party’s prior written consent except that the Receiving Party may disclose the Confidential Information to its officers, employees, independent contractors and agents (“Representatives”) on a “need-to-know” basis, provided that such Representatives are bound by a written agreement with materially the same terms and conditions as this clause 13 and the Receiving Party remains ultimately liable for any breach thereof.

13.2 The obligations of confidentiality shall continue during the term of this Agreement and thereafter, unless and until such Confidential Information falls within one of the exceptions outlined in clause 13.3.

13.3 This clause 13 shall not apply with respect to information the Receiving Party can document: (a) is in the public domain as a result of no act or omission of the Receiving Party or its employees or agents; (b) is received by the Receiving Party from third parties without restriction and without breach of a duty of nondisclosure by such third party; (c) was independently developed by the Receiving Party without reliance on the Confidential Information; or (d) is required to be disclosed by operation of law or by order of a court or administrative body of competent jurisdiction (provided that, where permitted under law, prior to such disclosure, the Receiving Party shall first give notice to the Disclosing Party such that the Disclosing Party has the opportunity to contest such order or requirement of disclosure or seek appropriate protective order).

13.4 Any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Disclosing Party immediate and irreparable harm for which damages alone may not be an adequate remedy.  Consequently the Disclosing Party has the right, in addition to other remedies available at law or in equity, to seek injunctive relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.

13.5 A party must notify the Disclosing Party in writing, giving full details known to it immediately, when it becomes aware of any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information, or any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information

14. FORCE MAJEURE

Neither party shall have any liability to the other party under this Agreement if it is prevented from or delayed in performing its obligations under this 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, failure of a utility service or transport or telecommunications network, act of God, 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, pandemic, epidemic, provided that the party notified of such an event and its expected duration. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving one calendar month written notice to the other party.

15. MISCELLANEOUS

15.1 Waiver. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law, or a single or partial exercise of such right or remedy, shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy.

15.2 Invalidity. If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

15.3 Entire Agreement. This Agreement (which includes all Order Forms), and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.

15.4 Assignment. Either party may assign all of its rights and obligations under this Agreement to (i) an Affiliate, (ii) a purchaser of all or substantially all assets related to this Agreement, or (iii) a third party participating in a merger, acquisition, sale of assets or other corporate reorganization in which Sonra is participating. Any attempt to assign this Agreement in violation of this provision shall be void and of no effect. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns.

15.5 Publicity. Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by applicable laws. However, Sonra may include Client and its trademarks in Sonra’s customer lists and promotional materials but will cease this use at Client’s written request. 

15.6 No agency. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between the parties, or authorize either party to act as agent for the other.

15.7 Notice. Any notice to be given by either party for the purposes of the Agreement shall be sent by mail/email to the contact party whose details are set out in the Order Form. A notice delivered (i) by hand shall be deemed to have been received when delivered or if delivery is not in Business Hours, at 9am on the first business day following delivery, (ii) by post if correctly addressed by prepaid registered delivery shall be deemed delivered two days from the date of posting and five days for pre-paid registered airmail, and (iii) by email shall be deemed to have been received at 9.00am on the next Business Day after transmission.

15.8 Survival. The following Clauses shall survive the termination or expiration of this Agreement: clause 3, 6,  8, 9, 10, 11, 12, 13, 14 and this clause 15.

15.9 Counterparts. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement.

15.10 Dispute Resolution. The Parties shall do their best acting in good faith to settle amicably any dispute, controversy or claim arising out of or in connection with the existence, validity, construction, performance and termination of the Agreement (or any terms thereof). Escalation to the Senior Management of the Parties shall be the preferred dispute resolution methodology. If Senior Management cannot resolve the dispute within 30 days of first notification of the dispute the matter shall be referred to the courts of Ireland in accordance with clause 15.12. The provision of the Services shall not be delayed or suspended pending the resolution of any dispute.

15.11 Governing Law and Jurisdiction. This Agreement and any disputes or claims arising out of or in connection with it are governed by and construed in accordance with the laws of the Republic of Ireland. The parties irrevocably agree that the courts of the Republic of Ireland have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non- contractual disputes or claims).