Terms & Conditions
Effective from 20 January 2009
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Sage Developers Programme Agreement
Your right to participate in the Sage Developers Programme and
to use the Sage Developers Programme software, including the
software developer kit (SDK) ('Developer Software') and our
relevant Application Software, as defined below and its associated
documentation (together, the "Product") is subject to the terms set
out in this agreement ("Agreement"). You indicate your acceptance
of all the terms of this Agreement by submitting the Sage
Developers Programme application form, or (if you have already
submitted it) by paying the Licence Fee (or any part of it), as
appropriate. We indicate our acceptance of your application form
and the terms of this Agreement by accepting any payment of the
Licence Fee from you. If you do not agree to all the terms of this
Agreement, you should not submit the Sage Developers Programme
application form (or on renewal, pay your Licence Fee), so please
read this Agreement carefully before submitting your application or
paying the Licence Fee. If this Agreement is the copy
included on the Product’s CD-ROM, this copy is for
confirmation/documentary purposes only.
1. In this Agreement:
1.1 "Application Software" means
the application software which we supply to you as part of your
membership of the Sage Developers Programme;
1.2 "Licence Fee" means the sum
paid by you to participate in the Sage Developers Programme and in
respect of our granting a Licence to you;
1.3 "Period" means our fiscal
quarters commencing on 1 October, 1 January, 1 April and 1 July (as
may be changed by us from time to time);
1.4 "Start Date" means the date
the Product was delivered to you which shall be deemed to be two
days after we despatch the Product to you;
1.5 "Use" means to install,
execute, store, display and use the Product in the course of a
business, subject to and in accordance with all the terms of this
Agreement);
1.6 "us", "we" and "our" means
Sage (UK) Limited and "you" and "your" means the person whose
details were submitted on the Sage Developers Programme application
form; and
1.7 (a) the headings are for
convenience only and shall not affect its construction or
interpretation; (b) references to a "person" include an individual,
a body corporate and an unincorporated association of persons, (c)
"including" and "includes" or any similar expression will be
construed as illustrative and not exhaustive; and (d) words of a
technical nature shall be construed in accordance with the relevant
common usage in the software industry in the U. K.
2. Our licence to you
2.1 In consideration of your
payment of the Licence Fee and acceptance of the terms of this
Agreement, we grant you a non-exclusive, non-assignable right to
Use the Product for which you have paid the relevant Licence Fee
("Licence"), for a period of 12 months from the Start Date, at the
single address given on your Developers Programme application form.
On each anniversary of the Start Date or the expiry of the Licence
(as the case may be), the Licence shall be renewed for a further 12
months, and you will be required to pay the prevailing annual
Licence Fee, which shall be invoiced and payable in quarterly
instalments in advance in accordance with clause 4.2. You may
use the Developer Software for the purpose of developing your own
software to integrate with our software and for related testing
only. Unless you have subscribed as a Professional Developer (in
which case see clause 10), you may only use the Application
Software for the same purpose. All other terms and conditions
applying to future Licences shall be as per those received with the
Product, and afterwards, those received with any update or
upgrade.
2.2 Unless you subscribe as a
Professional Developer, the Licence does not permit you to use the
Application Software included in the Product for live use (also
known as production use), i.e. in the administration and/or
management of your own business. For example you may not use Sage
Payroll to administer the payroll of your own employees. In
addition, you may only Use the Application Software in accordance
with any inherent limitation on the number of users. If you wish to
use the Product for live use or other than in accordance with any
inherent user limitation, you must purchase the appropriate licence
prior to commencing such use, for example by subscribing as a
Professional Developer. Please see www.sage.co.uk/shop for
information about this, and clause 10 which sets out some
additional terms for Professional Developers.
2.3 Subject to clauses 2.2 and
2.4, you (and no other person) may:
2.3.1 Use the Product on any
number of computers at the address you notified to us on the Sage
Developers Programme application form;
2.3.2 make one copy of the Product
for back-up or security purposes, provided that you label the
back-up copy with the notice "copyright of Sage (UK) Limited". Any
other copies of the Product, whether as a whole or in part, made
without our prior written consent are unlawful and made in breach
of this Agreement;
2.3.3 Use and modify example
source versions of software Product identified as "Example
Code";
2.3.4 subject to and in accordance
with clause 3, Use the Product to adapt software of which Sage is
the proprietor, licensed to you by us ("Our Software"); and
2.3.5 Use the Product to develop
new software for use with Our Software and if such newly developed
software constitutes a separate copyright work, you shall own that
newly developed software ("Your Software").
2.4 Except as permitted under this
Agreement, you shall not and shall not allow anyone else to:
2.4.1 copy, transfer, sell, (or
resell), sub-licence, lease, mortgage, rent, loan, publish,
distribute or otherwise make the Product available to any other
person, whether or not for commercial gain;
2.4.2 Use the Product to enable,
permit or facilitate any person to use Our Software in any way not
permitted under the relevant software licence terms, nor yourself
use Our Software in such a way;
2.4.3 other than to the extent
permitted by law, alter, adapt, merge, modify, translate, reverse
engineer, de-compile, disassemble, create derivative works of the
whole or any part of the Product, except with our prior written
consent; or
2.4.4 remove, change or obscure
any of our proprietary notices, labels or marks associated with the
Product;
2.4.5 for the purpose of
incorporation into or the development of any software or other
product or technology which competes with Our Software, use or copy
(irrespective of the extent of copying) the whole or any part of
the Product's or Our Software's graphic user interface, operating
logic or underlying database structure and database fields.
2.5 You acknowledge that you only
own the media on which the Product is supplied and that we shall
retain ownership of the intellectual property rights in and to the
Product, including any copies.
3. Your rights and obligations
3.1 You may develop Your Software
and customise Our Software subject to the following:
3.1.1 you shall ensure that prior
to distribution to a third party, Your Software is sufficiently
tested to ensure that it: a) provides the functions and facilities
and performs as described in writing by you including in any
associated documentation prepared by you. If requested by us, you
shall provide to us copies of such test results, written
descriptions and associated documentation; and b) will not
adversely affect the functions and facilities of Our Software (or
any other software owned by us or any company in our group) with
which Your Software is intended to or may be used;
3.1.2 you shall make clear to
every licensee of Your Software that it belongs to you and that you
are not our agent, partner or authorised representative and that no
legal relationship, whether contractual or otherwise, exists
between that licensee and us and that we do not accept any
responsibility for any defects in the Your Software or
documentation licensed by you;
3.1.3 you shall at all times
defend and indemnify us against any claim made against us relating
to the use by any entity of Your Software. Without limiting the
previous sentence, you warrant that Your Software is and will be
developed and owned by you and you shall defend us and other
companies in our group from and against any claim or action that
the use or possession of Your Software (or any part) infringes the
intellectual property rights of a third party (“IPR Claim”) and
shall indemnify us and other companies in our group from and
against any losses, damages, costs (including legal fees) and
expenses incurred by or awarded against us or any other company in
our group as a result of, or in connection with, that IPR Claim.
The indemnities and warranty in this clause 3.1.3 shall remain in
full force and effect irrespective of any termination of this
Agreement.
3.2 We reserve the right to
discontinue the provision of support and/or maintenance of any
Product (or version of it) and to introduce any substitute or
replacement software, which fulfils the same functions as the
Product.
3.3 You shall name Your Software
in accordance with our developers brand handbook, which is
available from us on request ("Brand Handbook"), which we may amend
from time to time.
3.4 You may use materials, which
have been supplied to you in accordance with the Sage Developers
Programme (including downloadable logos) so long as you use them in
accordance with our Brand Handbook. Other than such use, you shall
not use (nor permit any third party to use) any name, trade mark,
trade name, insignia, logo, symbol or slogan (whether registered or
not) owned or used by us or any company in our group now or in the
future anywhere in the world ("Sage Mark"), or any mark, words,
logo, device or any other branding which is similar to or mimics
any Sage Mark, without our prior written consent. You agree not to
grant nor claim to grant any right to anyone else to use any Sage
Mark, nor to use any Sage Mark as part of your corporate or
business name and always to display your corporate or business name
and the relevant Sage Mark in accordance with our Brand Handbook.
On any documentation and media (including electronic media) and on
every page of a web site used or controlled by you relating to the
Products, you shall make it clear that you are a separate entity
from Sage.
3.5 You also agree not to use,
create or register any mark, logo, words, device or any other
branding which incorporates any Sage Mark or any similar mark,
logo, words, device or any other branding, other than with our
prior consent in writing. You shall at any time on our request and
at your own cost transfer to us any rights you may have in any
trade mark (whether registered or unregistered), which incorporates
any Sage Mark or similar wording.
3.6 You may use the relevant Sage
Mark in accordance with our Brand Handbook in the content of the
pages of any web site used by you to promote Your Software, when
you shall make it clear on all pages (including via a link to a
single page) that you are:
3.6.1 an independent contractor
authorised to develop Our Software;
3.6.2 not in any other way
connected with or a part of our business;
3.6.3 not authorised to act on our
behalf.
3.7 You may not register or use
any Sage Mark, or any mark, words, logo, device or any other
branding which is similar to or mimics any Sage Mark, including as
a product name, for Your Software or as a domain name. Except as
described in clause 3.6 or if we have given you our prior written
consent, you may not use or register any Sage Mark:
3.7.1 in connection with any web
site owned, controlled or operated by you, including as a
meta-tag;
3.7.2 on any web site or similar
service or technology (including electronic marketing campaign and
auction web site) operated, owned or controlled by another person;
or
3.7.3 in connection with
promotional activities undertaken by another person (even if they
are carried out on your behalf or under your control), including as
a key word, or as an on-line identity.
3.8 If you do use or register or
have registered any Sage Mark or similar branding as set out in
clause 3.7, you shall at any time on our request and at your own
cost:
3.8.1 stop doing so and if
applicable remove that Sage Mark or similar branding from the
relevant registration or use;
3.8.2 transfer any registration
incorporating any Sage Mark or similar branding to us.
3.9 In relation to any web site
relating to Your Software, which is owned, controlled or operated
by you or on your behalf, you agree:
3.9.1 not to copy text or graphics
from any web site of ours, other than technical specification
wording; and
3.9.2 that prior to creating a
hyperlink to our website from your existing or future websites, you
shall obtain our written consent and in so doing shall provide us
with details of the design of the hyperlink, the position of the
hyperlink and any other details required by us at the time of your
request. Where consent is given, you acknowledge that we may
withdraw it for any reason, that the content of your web page on
which such hyperlink appears shall make it clear that the hyperlink
is to our web site and that our web page shall appear in a
separate, new window and shall not be framed. You also agree that
we may check your use of any hyperlink from time to time and that
we may require you to change or stop using any hyperlink to our
website as we in our absolute discretion may require.
3.10 You may use any service
that we make available from time to time as part of the Sage
Developers programme, for which a separate charge may be payable.
We may withdraw any service which we make available as part of the
Sage Developers' Programme, at any time.
4. Charges and Payment
4.1 Our charges and fees will be
set out on www.sage.co.uk/developers, or if they are not, are
available on request from the Developer Services team. Our charges
(including the Licence Fee) are exclusive of all taxes (including
VAT or other applicable sales tax) and duties (including any
withholding tax), which you shall pay in addition to the relevant
charge at the rate for the time being prescribed by law.
4.2 Renewal Licence Fees that fall
due in accordance with clause 2.1 become due and payable in the
event of your failure to terminate this Agreement as stipulated in
clause 5.1 and you agree that a Licence Fee invoice will be
generated by us on each anniversary of this Agreement and the
payment terms contained in this clause 4 are applicable to such
renewal invoices.
4.3 You must pay our fees, prices
and charges within thirty days of the end of the month in which our
invoice is dated and by the payment methods described in our
invoice.
4.4 All amounts due under this
Agreement shall be paid in full without any deduction or
withholding other than as required by law and you shall not be
entitled to assert any credit, set-off or counterclaim against us
in order to justify withholding payment of any such amount in whole
or in part.
4.5 While you understand that we
have other rights and remedies, you agree that if any payment due
to us is paid after the due date, we may charge you interest on a
daily basis at the then current rate payable in accordance with the
Late Payment of Commercial Debts (Interest) Act 1998 from time to
time, from the due date until the date of actual payment, and
interest shall accrue before as well as after judgment and any part
payment. You agree to reimburse us for any costs (including our own
and any third party costs as invoiced by any relevant third party
service provider) we incur in recovering outstanding sums due to us
from you.
4.6 If there is a dispute about
charges and/or payment between us which cannot be resolved within
14 days of the dispute arising, it shall be referred to each of our
senior managers with authority to resolve that dispute and both of
us agree to act reasonably and in good faith to settle that
dispute. Those individuals shall discuss the dispute (by telephone
or face to face meeting) within 30 days of the dispute arising. If
the dispute is not resolved within 40 days of the dispute arising
it shall be referred to our relevant divisional managing director
and your managing director (or equivalent), who shall discuss the
dispute (by telephone or face to face meeting) within 45 days of
the dispute arising.
5. How this Agreement can be
terminated
5.1 Should you wish to terminate
this Agreement, you may do so by providing us with written notice
at any time. If such notice is received during the first twelve
months of your becoming a Sage Developer, there will be no refund
of the Licence Fee. Thereafter, where such notice is received
within 30 days of the date of the issue by us of a renewal Licence
Fee invoice as detailed at clause 4.2, that invoice shall be
credited, but all prior outstanding invoices shall become
immediately due and payable. Where such notice is received at any
other time during a Period, the Licence Fee for that Period or any
prior Periods shall be immediately due and payable in full, but we
shall refund to you any payments received for the Licence Fee for
any future Periods and you will only owe us for any Period in which
the termination notice was served.
5.2 We may, at our sole and
absolute discretion, terminate this Agreement immediately on notice
at any time and shall refund to you the Licence Fee received by us
less a pro rata reduction to reflect the expired term of the
Licence if such termination occurs within 180 days of the Start
Date.
5.3 We may terminate the Agreement
without refund immediately on written notice to you:
5.3.1 if you fail to pay when due
any amount under this Agreement or any other contract with Sage,
and we then give you 10 working days written notice of such late
payment and after such 10 working days you still do not pay such
amount; or
5.3.2 if we are notified that any
finance arrangement you have made with a third party for the
payment of the annual Licence Fee has ended early because of your
breach of the contractual terms of that arrangement.
5.4 This Agreement including your
Licence to Use the Product will terminate automatically if you:
fail to comply with any term of this Agreement, cease to exist, are
unable to pay your debts when due, become bankrupt, go into
liquidation, suffer or make any winding up petition, make an
arrangement with your creditors, have an administrator,
administrative receiver or other receiver appointed, benefit from a
statutory moratorium of your debts, or if any similar circumstances
affect you.
5.5 Within ten working days of the
termination of the Licence for any reason, you shall uninstall the
Product and return it to us (including any copies you have made of
the Product (or any part of it)) and provide a certificate signed
by your duly authorised representative to confirm compliance with
this clause 5.5.
6. Our warranties to you
6.1 Subject to clause 6.2, we
warrant that for a period of 90 days from the date of
installation:
6.1.1 the Product, when used in
accordance with our operating instructions, will provide the
functions and facilities and will perform substantially as
described in the technical and user documentation supplied to you
as part of the Product;
6.1.2 the media on which the
Product is recorded will be free from defects in material and
workmanship under normal conditions of use.
6.2 The warranties set out in
clause 6.1 do not apply to defects caused by accidents, abuse, poor
storage or handling or any act referred to in clause 2.4 and are
instead of all other warranties, representations or conditions,
express or implied, statutory or otherwise, including any implied
warranties of satisfactory quality and fitness for a particular
purpose. We do not warrant that the Product will meet your
requirements, or that the operation of the Product will be
uninterrupted or error free. We do not warrant or make any
representation regarding the use of the Product or the results of
such use in terms of correctness, accuracy, reliability or
otherwise. No oral or written communications by or on our behalf
shall create a warranty or in any way increase the scope of the
warranties we have given.
6.3 Our entire liability and your
exclusive remedy in relation to the warranties given in clause 6.1
will be, at our option either:
6.3.1 in relation to a
non-conformance with the warranty in clause 6.1.1, at our sole
discretion to correct it by patching the Product or replacing it
with a new version. Should we be unable to do so, we will terminate
this Agreement and refund the Licence Fee paid by you to us, less a
pro rata reduction to reflect the expired term of the Licence,
after we have received from you the Product and any copies you have
made in accordance with clause 2.3.2.
6.3.2 in relation to a
non-conformance with the warranty in clause 6.1.2, to replace the
affected media.
7. Disclaimer and limitation of
liability
7.1 Nothing in this Agreement
shall exclude or limit our liability for (a) fraud, (b) death or
personal injury arising out of our negligence or (c) any warranty
about title or uninterrupted possession implied by statute.
7.2 Subject to clause 7.1, in no
event will we (or any company in our group) be liable for:
7.2.1 lost income, lost profits or
lost business, wasted time, anticipated savings, lost goodwill,
third party costs and charges, any business interruption or loss of
or corruption of data, in each case whether caused directly or
indirectly; or
7.2.2 any indirect, consequential,
incidental or special damage, in the case of each of clauses 7.2.1
and 7.2.2 however caused and whether arising under contract, tort
including negligence, statute or otherwise, even if we knew of such
potential liability.
7.3 Subject to clauses 7.1 and
7.2, our (or any company in our group's) maximum aggregate
liability shall not exceed the amount of the Licence Fee.
7.4 Our limitation of liability
has been calculated to reflect the Licence Fee and also that it is
not within our control how and for what purposes you install, Use
and/or operate the Product.
8. Confidential information
8.1 Both of us acknowledge that
all and any information (written or oral) relating to or received
as a result of this Agreement (including the terms of this
Agreement) and disclosed by one of us to the other is confidential
and is to be used solely for the operation and purposes of this
Agreement, except information which is:
8.1.1 to be disclosed by court
order or otherwise as required by law;
8.1.2 already in or subsequently
comes into our possession other than as a result of a breach of
this clause 8 or any other obligation of confidentiality to us by
the disclosing party; or
8.1.3 already in the public domain
other than as a result of a breach of this clause 8 or any other
obligation of confidentiality to us by the disclosing party.
8.2 You recognise that certain
information concerning the Products and Resale Products (as defined
in clause 10) is confidential, including information which is
obviously confidential or is identified by us to be confidential,
and as such you agree to:
8.2.1 only disclose such
information to your employees that is necessary for them to know;
and
8.2.2 ensure that those employees
to whom you disclose the information know that it is our
confidential information and you shall procure that they comply
with the provisions of this clause 8.
9. General
9.1 We shall not be liable to you
in respect of any circumstances arising outside our reasonable
control.
9.2 Our failure to enforce any
particular term of this Agreement shall not be construed as a
waiver of any of our rights under it.
9.3 If any part of this Agreement
is held by a court of competent jurisdiction to be unreasonable for
any reason whatsoever, the validity of the remainder of the terms
will not be affected.
9.4 Subject to clause 7.1, this
Agreement constitutes the entire agreement between you and us in
relation to the Product and the Licence and supersedes any other
oral or written communications or representations with respect to
the Product.
9.5 Except as expressly stated,
nothing in this Agreement shall confer on any third party any right
or benefit under the Contracts (Rights of Third Parties) Act 1999.
We both agree that this Agreement may be varied or rescinded
without the consent of any third party beneficiary.
9.6 If you provide us with any
personal data (i.e. which identifies living individuals) we will
use it to perform our legal obligations. We may also use it to
contact you via your relevant, nominated personnel about other
relevant products and services, which we offer and to conduct
research; if at any time you do not want us to use it in this way,
please contact us.
9.7 This Agreement shall be
governed by and construed in accordance with English law. The
parties hereby submit to the exclusive jurisdiction of the English
courts.
9.8 Terms relevant to Developers
based outside the United Kingdom.
All amounts payable under this
Agreement shall be paid in pounds sterling, unless agreed otherwise
by us in writing. You shall pay all duties, charges and taxes
(including withholding tax) relating to the supply of the Product
to you in your location at the rate and in the manner for the time
being prescribed by law. To the extent permitted by law and
consistent with valid entry into a binding agreement, the
controlling language of this Agreement is English as spoken in the
United Kingdom and any translation you have received has been
provided solely for your convenience. In the event you have entered
into this Agreement by means of the display of a translated version
of this Agreement in a language other than English, you may request
an English language version of this Agreement by written notice to
us. To the extent permitted by law, all correspondence and
communication between you and Sage under this Agreement must be in
English.
10. Additional terms for Sage Developers
Programme - Professional Developer Subscription
The following terms only apply to Professional
Developers.
10.1 Licence to use Application
Software.
This clause applies to the
Application Software which we have separately notified you that you
may use in house, i.e. to manage your own business data.
10.1.1 Terms of use of the
Application Software. The restriction on using Application Software
in clause 2.1 of this Agreement does not apply to Professional
Developers, so that your use of the Application Software is
governed by the standard software licence agreement that
accompanied the Application Software. The only exception to this is
that you may only use the Application Software in this way for so
long as you continue to pay for your Professional Developer
subscription. If you stop paying your Professional Developer
Licence Fee, your licence to use the Application Software for in
house use will automatically terminate.
10.1.2 Numbers of users. The
numbers of users (as described in the relevant software licence,
for example concurrent users, and if relevant, companies and
employees) that you may permit to use the Application Software is
as we specified at the time you first subscribed, or renewed your
membership, as a Professional Developer.
10.2 Right to receive telephone
support for the Application Software
We will provide telephone support
to you in accordance with the terms of the relevant service you are
receiving. For example, if you are receiving support for Sage 50
Accounts, we will provide telephone support in accordance with the
relevant SageCover terms.
10.3 Rights and obligations about
advertising in the annual Sage developer directory.
You agree to promote your company,
software or service in the annual Sage developer directory (or
other similar publication, if we no longer publish the directory)
within 18 months of the date you first subscribe as a Professional
Developer. This promotion may consist solely of listing your
company name and selected contact details in the directory. We will
provide this listing to you free of charge, for so long as you
subscribe as a Professional Developer.
10.4 Right to re-sell Sage
software to end user customers
10.4.1 In this clause:
‘Resale Products’ means Sage
products and services which you purchase from us for resale to your
customers. ‘Customers’ means your customers to which you have
supplied Resale Products.
10.4.2 We give you the
non-exclusive right to distribute Resale Products to your end user
customers in the UK, for use with their own business data. You may
not distribute Resale Products to unauthorised or non-accredited
third party resellers or distributors.
10.4.3 You agree to comply with
the Product Terms relating to the Resale Products. These Product
Terms set out the details of basis on which you may distribute the
Resale Products, and are available at www.sage.co.uk/partners.
10.4.4 You shall comply with all
rules, regulations and laws affecting your distribution of the
Resale Products, including those relating to e-commerce, data
protection, direct marketing and anti-competitive practices.
10.4.5 You shall ensure that every
Customer is made aware before they install or use any Resale
Product of the need for them to accept (electronically or by hand
written signature) and comply with the terms of our software
licence agreement or other agreement governing the use of a Resale
Product (‘Software Licence Agreement’), a copy of which you shall
provide to every Customer before they install or use any such
Product. If required by us to do so (including by a term in the
Schedule), you shall provide us with a paper and/or electronic copy
of the Software Licence Agreement, duly completed and signed in
handwriting by an authorised signatory of the Customer. You will
inform us immediately in writing if you become aware that a
Customer has breached their Software Licence Agreement. We will
provide you with access to copies of our relevant Software Licence
Agreements on request.
10.4.6 If any of the Resale
Products include the provision of support and/or maintenance for
all end users (including you), or if we provide you with such
service under a separate agreement, you agree to use it only for
your own operational business purposes relating to your own data,
and not to use it for or on behalf of any of your Customers.
10.4.7 Orders for the Resale
Products (‘Orders’) must be made in accordance with our current
ordering procedure. No contract or obligation for the supply of the
Resale Products shall arise between us unless and until an Order
has been accepted by us, which occurs when we invoice you for an
Order. Any indication of pricing given prior to our invoice is for
guidance only.
10.4.8 We reserve the right to
refuse to accept Orders. We will use reasonable endeavours to
inform you if we do not accept an Order as soon as possible after
receipt of your Order and will refund to you any sums already paid
by you in respect of that Order. Once we have accepted your Order,
you may not cancel it.
10.4.9 We will use our reasonable
endeavours to ensure that Ordered Resale Products are delivered in
accordance with the delivery time agreed by us, but we shall not be
under any liability for any failure to do so.
10.4.10 If there is any problem
with any Ordered Resale Products you will notify us as soon as
reasonably possible and in any event within ten days.
10.4.11 We will fulfil all Orders
on the terms of this Agreement to the exclusion of all other terms
and conditions, including any communicated by you at any time prior
to, with or after an Order.
10.4.12 Unless we have expressly
agreed in writing to the contrary prior to receiving an Order, if
there is any inconsistency between an Order and the terms of this
Agreement, the latter shall have precedence. You shall clearly and
in good faith identify to us any inconsistencies of which you are,
or ought to be, aware between an Order and the terms of this
Agreement.
10.4.13 The fees, prices and
charges to be paid by you from time to time for the supply of
Resale Products and otherwise in connection with this Agreement are
set out in the relevant documentation on www.sage.co.uk/partners.
We may amend this documentation at any time by giving you written
notice, including by email or notice published on www.sage.co.uk/partners.
10.4.14 The Resale Products will
be at your risk from the date of delivery to you or to an address
notified by you to us and, except to the extent required by law, we
shall have no obligation to replace damaged or lost Resale Products
once risk in them has passed to you.
10.4.15 Notwithstanding any other
provision in this Agreement, you:
(a) shall distribute the Resale
Products on your own account at such prices as you may consider
reasonable; and
(b) are not required to monitor
prices or provide any information the main purpose of which is to
directly or indirectly fix any prices or charges.
10.4.16 If acting reasonably, we
believe that you are not complying with your obligations under this
Agreement, you shall permit us, or our nominated representative,
access to your premises during business hours only and on
reasonable prior notice, for the purposes of ensuring that you are
complying with your obligations under this Agreement.
10.4.17 You shall supply to us such
information as we may from time to time reasonably request, which
information is or may be relevant to your performance of your
obligations and rights in this Agreement, including about your
financial and trading position. You agree to keep and provide to us
accurate records of new Customers and prospective Customers. You
acknowledge that we may contact Customers (being our customers as
well as yours) for our own business purposes and that such contact
will not result in us being in breach of clause 8 or any other
clause of this Agreement.
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