Terms and conditions
These terms apply to all proposals and agreements of Sonaria Ltd. (Сонария ЕООД), 10 Stefan Karadzha Str., fl. 3, 1000 Sofia, Bulgaria, UIC 203533849, VAT BG203533849. Sonaria works exclusively for businesses, not for consumers.
1. Definitions and scope
- Sonaria: Sonaria Ltd., the provider of the services.
- Client: the company or organisation that requests a proposal from Sonaria or enters into an Agreement with it.
- Agreement: every agreement between Sonaria and the Client for Services, including the accepted Proposal and these terms.
- Proposal: Sonaria's written offer describing scope, deliverables, timeline and price.
- Services: advice, implementation and other work by Sonaria, including Salesforce and Agentforce work, AI automation, compliance documentation (such as CE, RED and GDPR), and buy-and-build support, including acquiring and merging smaller competitors (wrapping).
- Deliverables: the documents, configurations, code and other results Sonaria delivers under an Agreement.
These terms apply to every Agreement. The Client's own purchasing or general terms do not apply, unless Sonaria accepts them in writing. Deviations from these terms are valid only if agreed in writing. If a provision of the Proposal conflicts with these terms, the Proposal prevails.
2. Proposals and formation of the Agreement
Proposals are valid for 30 days, unless the Proposal states otherwise.
The Agreement is formed when the Client accepts the Proposal in writing (email is sufficient) or when Sonaria starts the work at the Client's request.
A Proposal is based on the information the Client has provided. If that information turns out to be incomplete or incorrect, Sonaria may adjust the scope, timeline and price.
3. Performance of the Services
Sonaria performs the Services to the best of its knowledge and ability, in line with good professional practice. Unless explicitly agreed otherwise, Sonaria's obligations are obligations of means, not of result.
Timelines are good-faith estimates, not strict deadlines. A delay does not give the Client the right to terminate or claim damages, unless Sonaria has been given written notice and a reasonable period to perform and fails to do so.
Sonaria may engage third parties to perform parts of the Services. Sonaria remains responsible to the Client for their work.
4. Cooperation by the Client
The Client provides on time all information, access (such as admin rights to Salesforce or other systems) and decisions Sonaria needs.
The Client is responsible for the accuracy of the information it provides, and for the use it makes of the Deliverables.
If the Client does not cooperate in time, Sonaria may suspend the work and charge the resulting extra time.
5. Changes and extra work
Work outside the agreed scope is extra work. Sonaria informs the Client in advance and performs extra work only after the Client's approval, at the rates in the Proposal or, if none are stated, at Sonaria's current hourly rate.
6. Fees, invoicing and payment
Prices are in euros and exclusive of VAT. For Clients established in another EU member state with a valid VAT number, the reverse-charge mechanism applies.
For fixed-price assignments, Sonaria invoices according to the payment schedule in the Proposal. If none is stated, Sonaria invoices 30% on acceptance and the remainder on delivery.
Work on a time-and-materials basis is invoiced monthly in arrears.
Travel and other costs are charged only if agreed in advance.
Invoices must be paid within 14 days of the invoice date, without set-off or deduction.
If the Client pays late, it is in default without notice. Sonaria may then charge statutory interest for late payment in commercial transactions under Bulgarian law, plus a fixed compensation of EUR 40 for recovery costs, and may suspend the Services until payment is received.
Objections to an invoice must be raised in writing within 14 days of the invoice date. An objection does not suspend the obligation to pay the undisputed part.
Sonaria may adjust its hourly rates once a year with effect from 1 January. Fixed prices in an accepted Proposal remain unchanged.
7. Intellectual property
Once the Client has paid in full, it obtains ownership of the Deliverables made specifically for it.
Sonaria retains all rights to its pre-existing knowledge, methods, templates, tools, code libraries and general know-how, including improvements made during the assignment. To the extent these are part of the Deliverables, the Client receives a non-exclusive, perpetual licence to use them for its own business.
Software, platforms and AI models of third parties (such as Salesforce) remain subject to the licence terms of those parties. The Client is responsible for its own licences.
Sonaria may mention the Client's name and a general description of the assignment as a reference, unless the Client objects in writing. Results and figures are only published with the Client's consent.
8. Confidentiality
Both parties keep confidential all information about the other party's business that they receive under the Agreement and that is marked as confidential or is evidently confidential. This obligation does not apply to information that is public, was already lawfully known to the receiving party, or must be disclosed by law. It continues for three years after the Agreement ends. Information about acquisitions, investors and transactions is always confidential.
9. Data protection
If Sonaria processes personal data on behalf of the Client, the parties enter into a data processing agreement in accordance with article 28 GDPR. That agreement prevails over these terms for the processing of personal data. Sonaria's own processing is described in its privacy statement on sonaria.ltd.
10. Nature of compliance, AI and transaction services
Compliance. Sonaria prepares and reviews compliance documentation, such as technical files, Declarations of Conformity and GDPR documentation. The manufacturer, importer or controller remains legally responsible for the conformity of its products and processing, and for signing the declarations. Sonaria is not a notified body and does not certify products. Sonaria's work does not guarantee that a regulator will accept the documentation.
AI automation. AI systems can produce incorrect or incomplete output. Sonaria designs automations with logging and the possibility of human intervention. The Client remains responsible for monitoring the output and for decisions taken on the basis of it.
Transactions and buy-and-build. In acquisition and buy-and-build projects Sonaria acts as adviser. Decisions to buy, sell, invest or finance are the Client's own. Sonaria does not provide regulated investment services. Where legal, tax or accounting advice is required under local law, the Client engages its own qualified advisers.
11. Liability
Sonaria is only liable for direct damage caused by an attributable failure to perform the Agreement.
Sonaria's total liability per Agreement is limited to the amount Sonaria invoiced under that Agreement in the 12 months before the event causing the damage, and in any case to the amount paid out by Sonaria's insurer, if any.
Sonaria is not liable for indirect damage, including lost profit, lost savings, loss of data, business interruption, fines imposed by authorities, or damage resulting from information provided by the Client.
These limitations do not apply in case of intent or gross negligence by Sonaria.
A claim lapses if the Client has not notified Sonaria in writing within 12 months after it became aware, or should reasonably have become aware, of the damage.
12. Force majeure
Neither party is liable for failure to perform caused by circumstances beyond its reasonable control, such as outages of third-party platforms, internet or power failures, illness, government measures or natural disasters. If force majeure lasts longer than 60 days, either party may terminate the Agreement in writing. Work already performed is paid.
13. Term and termination
A project Agreement ends when the Deliverables have been delivered and paid. An ongoing Agreement (such as support or a retainer) runs for the period stated in the Proposal and can then be terminated by either party with 30 days' written notice.
Either party may terminate the Agreement with immediate effect in writing if the other party materially breaches it and does not remedy the breach within 14 days of written notice, or if the other party is declared insolvent or enters liquidation.
On termination, the Client pays for the work performed and the costs incurred up to the termination date. Obligations that by their nature continue, such as confidentiality, intellectual property and liability, survive termination.
14. Governing law and disputes
These terms and every Agreement are governed by the laws of the Republic of Bulgaria. The UN Convention on Contracts for the International Sale of Goods (CISG) does not apply.
The parties first try to settle a dispute through consultation. Disputes that cannot be settled are submitted exclusively to the competent court in Sofia, Bulgaria.
These terms are drawn up in English. If they are translated, the English version prevails.
Version 1.0 – 10 November 2026