Sage 50 Accounts Professional Online
Subscription Agreement for Sage 50
Accounts Professional Online
Introduction, summary and important notes
This agreement governs your use of Sage 50 Accounts Professional
Online.
You should read all of this agreement before ordering a
subscription for Sage 50 Accounts Professional Online and before
using it for the first time, as by doing so you indicate your
acceptance of this agreement.
By accepting this agreement you agree that:
- You are authorised to accept it on behalf of the business
entity which you represent;
- This agreement governs the use by your business of sage 50
accounts professional online; and
- You, and the business entity which you represent, will comply
with all its terms.
If you are an accountant or business partner authorised by sage
to order subscriptions for your clients and customers, you agree to
inform them of this agreement.
If at any time you do not accept this Agreement, we do not
permit you to use Sage 50 Accounts Professional Online. You may
cancel your subscription within 7 days of the date we emailed you
your subscription key, so if you contact us within this time, we
will arrange for your subscription to be cancelled, and for any
relevant payments to be refunded; please see clause 2.3 for further
details.
Summary of what this Agreement says
This Agreement sets out your and our rights and obligations in
relation to our provision of Sage 50 Accounts Professional Online
and your use of it. The following is a summary of the more
important clauses:
Clause 2 tells you how to purchase a subscription for Sage 50
Accounts Professional Online and related information and, together
with clause 3, tells you how you can use it.
Clause 5 sets out your payment obligations, although more
detailed information about prices and payment are available from
either Our Website or your Sage Partner (depending on whether you
receive Sage 50 Accounts Professional Online directly from us or
via your Sage Partner).
Clause 6 is important because it informs you how data will be
used – because Sage 50 Accounts Professional Online is heavily
reliant on data, the clause is quite long, but it is important you
read it to understand what we will and will not do with your data.
In summary it tells you how we collect your data and information,
the purposes for which, and the manner in which, we (and others)
will use it.
Clause 7 includes an indemnity which will benefit you in the
unlikely event Sage 50 Accounts Professional Online infringes third
party intellectual property rights.
Clause 8 sets out our contractual promise (or "warranty") about
the quality of the service – this is important because it sets out
your contractual rights if you are unsatisfied with Sage 50
Accounts Professional Online.
Clause 9 is also important because it sets out the extent of our
liability to you if something goes wrong.
Clause 10 describes your liability if you breach your important
obligations in clauses 2 and 3.
Finally, clause 11 describes how this Agreement can come to an
end, and what happens if it does.
What should you do if you have questions about Sage 50
Accounts Professional Online?
If you have a question about Sage 50 Accounts Professional
Online, you may find the answer on Our Website. If not, you can
contact a member of the Sage 50 Accounts Professional Online team
by email to sageonline@sage.com, or by
telephoning 0845 245 0258 , or using such other details as may be
published from time to time.
Who are the parties to this Agreement?
This Agreement is between Sage (UK) Limited ( registered number
1045967, VAT number GB 555909605) whose contact details are set out
above and whose registered office is at North Park, Newcastle upon
Tyne NE13 9AA, United Kingdom ("Sage",
"we" or "us") and you, the
business entity which on accepting this Agreement, will be
registered to use Sage 50 Accounts Professional Online
("you").
Unless you are a sole trader, if you are registering to access
and use Sage 50 Accounts Professional Online for the first time in
the capacity of an employee or contractor of a separate corporate
body, partnership or similar business entity, you must have the
authority of that business entity to: (a) use Sage 50 Accounts
Professional Online for that entity's business and (b) accept this
Agreement on behalf of that entity. In such circumstances you
confirm and warrant to Sage that you are authorised in this way. If
you are unsure about this, you must confirm that you have such
authority with an appropriately senior manager or director or
partner (or equivalent), or that this Agreement has already been
accepted.
This Agreement is made in consideration of the obligations
entered into (including for you to pay charges and Sage to permit
you to use Sage 50 Accounts Professional Online ) and the rights
granted by each of the parties.
You and Sage agree as follows:
1. What do the defined terms mean?
In this Agreement, references to a "person"
include an individual, sole trader, partnership, body corporate, an
unincorporated association of persons and any other legal entity;
technical expressions shall have the relevant meaning commonly
attributed to them in the computer software business sector in the
U.K.; and, in addition to the terms defined elsewhere in this
Agreement, the following capitalised words shall have the following
meanings:
"Affiliate” means, in relation to a legal
entity, any person which Controls that entity, is under that
entity's Control or is Controlled by the same person which Controls
that entity, where "Control" means possessing,
directly or indirectly, the ability to direct or cause the
direction of the management, policies or operations of an entity,
whether through ownership of voting securities, by contract or
otherwise, and "Controlled" shall have a
corresponding meaning;
"Effective Date" has the meaning given in
clause 2.2.3;
"End User" means any individual permitted by
you to use Sage 50 Accounts Professional Online;
"Our Website" means the current web site pages
relating to Sage 50 Accounts Professional Online at
www.sage.co.uk;
"Sage 50 Accounts Professional Online" means
Sage's service permitting the remote access and use of Sage's 50
Accounts, as is definitively described in the User Guide;
"Sage Partner" means a business, independent of
Sage, which is an authorised provider of Sage 50 Accounts
Professional Online;
"Terms of Use for End Users" means the terms of
use governing the use of Sage 50 Accounts Professional Online by
End Users, a copy of the current version is attached as a schedule,
and the most up to date version of which is accessible on Our
Website;
"User Guide" means the technical and user
guides of Sage 50 Accounts Professional Online which Sage from time
to time makes available to Users;
"Your Data" has the meaning given in clause
6.2.4;
the use of the word "including" and similar
expressions will be construed as illustrative and not
exhaustive;
references to a "page" mean a web site page of
Sage 50 Accounts Professional Online, unless specified
otherwise.
2. Use of Sage 50 Accounts Professional
Online
2.1 Are there any general restrictions on
use?
2.1.1 Sage 50 Accounts Professional Online is only intended for
business use. You warrant (i.e. make a contractual promise) that
you will only use Sage 50 Accounts Professional Online for business
purposes.
2.1.2 You may only use Sage 50 Accounts Professional Online if
your billing address is in the United Kingdom . If your billing
address is not in the United Kingdom , you may not use Sage 50
Accounts Professional Online. For the avoidance of doubt you may
access Sage 50 Accounts Professional Online from anywhere in the
world, so long as you have a U.K. billing address.
2.1.3 You should also read clause 3.2, which describes in detail
the restrictions on use of Sage 50 Accounts Professional
Online.
2.2 How do I enter into a contract to access and use
Sage 50 Accounts Professional Online?
2.2.1 You can purchase the ability to access and use Sage 50
Accounts Professional Online by following the “buy now” process on
Our Website. You will know that you are coming to the end of the
process because Our Website will confirm what you have selected to
buy and give you the opportunity to read this agreement. By making
your purchase you indicate that you accept this Agreement.
2.2.2 During the “buy now” process, you will be given the option
to choose what type of subscription you would like, for example the
type of software you want to access and the number of End Users and
company data sets (or “companies”) you need. Sage's recommended
price for your selected subscription will be displayed. This stage
of the “buy now” process is Sage's invitation for you to order a
subscription for Sage 50 Accounts Professional Online for the
minimum period of one year.
2.2.3 Next you will be able to confirm your order – if you do
this you are making a binding offer to use Sage 50 Accounts
Professional Online in accordance with the terms of this Agreement
and pay for it for a minimum period of one year. You are also
indicating your acceptance of this Agreement.
2.2.4 Shortly afterwards we will email you to confirm receipt of
your order. Please note that this is only an automatic confirmation
of your order. Once we have processed your order, we will email you
to indicate that we accept it and to give you your subscription key
which will enable you to start using Sage 50 Accounts Professional
Online. Please note that the contract for your subscription starts
when we send you this acceptance email. At this time the
subscription contract (governed by this Agreement) relating to your
use of Sage 50 Accounts Professional Online comes into effect,
creating a binding obligation on you and Sage. In this Agreement
this date is referred to as the “ Effective Date
”. The contract will be concluded in English; please see clause
12.1 for further details.
2.2.5 Soon after we email you your subscription key, you will be
invoiced for your order, or payment for it will be taken as
described when you placed your order. If you subscribed via an
accountant or Sage Business Partner, your accountant or the
Business Partner may invoice you directly.
2.2.6 You will need to activate Sage 50 Accounts Professional
Online as described in the email we send with your subscription
key. In doing so you will need to confirm you accept this
Agreement, or the entity who will actually be using it (if
different) will need to indicate they accept this Agreement.
2.3 Can I cancel my subscription for Sage 50 Accounts
Professional Online?
You may cancel your subscription within 7 days of the date on
which we emailed you your subscription key. To do so you should
reply to that email with “Cancel Order” in the subject line. If you
have deleted or lost that email, you should email sageonline@sage.com with “Cancel
Order” in the subject line, giving your name, address and Sage
account number. If you cancel your subscription in this way, we
will refund to you any relevant payments you have made to us, as
soon as possible.
2.4 What should I do if I make an error during the “buy
now” process?
Any obvious errors you make during this process will be
identified automatically and you will be prompted to make a
correction. If you make an error and are not automatically given
the opportunity to correct it, you should immediately email the
details to sageonline@sage.com.
2.5 Will the completed contract be stored and made
available by Sage?
We will not keep a separate record of the contract relating to
your specific subscription for Sage 50 Accounts Professional
Online, so it will not be available from us. We therefore strongly
recommend you print a copy of this Agreement and the “buy now”
page, both before and after you submit your payment details,
together with the confirmation you receive from us. We will keep
general archives of our subscription agreements for Sage 50
Accounts Professional Online , terms of use for end users and other
relevant documentation and records, in case any queries arise in
the future.
2.6 How can you use Sage 50 Accounts Professional Online
once you have paid for the ability to use it?
2.6.1 For so long as you pay the applicable charges, you may
permit the agreed number of End Users to access and use the
relevant subscription for Sage 50 Accounts Professional Online. You
agree to ensure that those End Users comply with this Agreement.
Those End Users must only use the relevant subscription for Sage 50
Accounts Professional Online as follows :
- for their own (or their employer's) accounting and finance and
related purposes;
- as permitted by and subject to the terms of this
Agreement;
- as described in the User Guide;
- in the course of their (or their employer's) own business;
and
- with their own (or their employer's) data only.
2.6.2 From time to time you may change the identity of the
individuals who are End Users. We reserve the right to limit the
number of times, or the frequency with which, you can do this. We
will consult with you before exercising this right.
2.6.3 If an End User is not the employee of a subscriber for
Sage 50 Accounts Professional Online, that subscriber must ensure
that such End User (a) complies with the Terms of Use for End Users
and (b) uses the relevant data in Sage 50 Accounts Professional
Online in accordance with that subscriber's instructions.
2.6.4 You may only buy the ability to use one company data set.
If you require more data sets than this, please email
support@sage.com.
2.7 After the cancellation period, how long does the
contract to use Sage 50 Accounts Professional Online
last?
2.7.1 If you received you subscription key from a Sage Partner,
your contract with that Sage Partner may set out how long your
contract to use Sage 50 Accounts Professional Online lasts – in
that case that contract overrides this clause 2.7. If you do not
have such a contract, or if you access Sage 50 Accounts
Professional Online directly via us, clause 2.7.2 governs how long
the contract lasts.
2.7.2 Subject to your right to cancel as described in clause 2.3
and the rights to terminate early as described in clause 11, the
minimum term of this Agreement, and the minimum period for which
you must pay to use Sage 50 Accounts Professional Online, is one
year (“the Minimum Term”). You may terminate this Agreement at any
time in the first eleven months of that year by giving us at least
30 days notice as described below prior to the end of the Minimum
Term. If we receive such notice, this Agreement will terminate at
the end of the Minimum Term. If we do not receive such notice, this
Agreement shall be deemed to continue and will remain in force for
successive periods of one year unless or until terminated by you
giving us at least 30 days notice to expire on or after the
anniversary of the end of the Minimum Term. You may communicate
such notice by telephoning 0845 11 11 111 , choosing option 2, or
by emailing support@sage.com, or by writing to
the Sage 50 Accounts Online support team at the address given at
the beginning of this Agreement. We will acknowledge such notice by
sending an email to your key contact. If you do not receive such
email within two working days, or receive it but no longer wish to
terminate this Agreement, please contact us immediately.
3. What are your obligations?
3.1 You agree to:
3.1.1 ensure that your details given in relation to your use of
Sage 50 Accounts Professional Online are true and accurate ;
3.1.2 comply with the terms of this Agreement and to use Sage 50
Accounts Professional Online as described in the User Guide;
3.1.3 comply with your contractual obligations to your Sage
Partner, if you have one;
3.1.4 notify us if at any time you become aware of any
unauthorised use of the user names and/or passwords of your End
Users, or any other security issue with Sage 50 Accounts
Professional Online, and to co-operate with Sage to the extent
reasonably necessary to rectify that situation;
3.1.5 comply with the Terms of Use for End Users, and agree to
ensure that the End Users who access Sage 50 Accounts Professional
Online on your account do so;
3.1.6 only store the maximum amount of data, if any, as may be
described from time to time on Our Website and/or in the User
Guide. If at any time you exceed the amount of any specified limit,
for so long as you do so, Sage may charge you at its then standard
rates for additional storage.
3.2 Except as expressly permitted by another clause of this
Agreement or by separate arrangement with us, you agree not to and
agree to ensure that no End Users:
3.2.1 permit any other person, directly or indirectly, to
access, use or otherwise exploit the right and ability to use Sage
50 Accounts Professional Online in any way, including by permitting
Sage 50 Accounts Professional Online to be either (a) re-sold,
distributed, sublicensed, loaned or provided to others in a similar
way; or (b) used as a hosted, bureau, outsourcing, or similar
service;
3.2.2 use or copy (irrespective of the extent of copying) the
whole or any part of the graphic user interface of Sage 50 Accounts
Professional Online for incorporation into or the development of
any software or other product or technology.
For the avoidance of doubt, this does not restrict accountants
from making Sage 50 Accounts Professional Online available to their
clients.
4. What are Sage's obligations?
4.1 We will provide Sage 50 Accounts Professional Online,
including t echnical support, as described in the User Guide . You
can contact a member of Sage 50 Accounts Professional Online
technical support team by emailing support@sage.com or by telephoning
0845 11 11 111, o r by using such other contact details as we may
publish from time to time.
4.2 We will automatically update the technology behind Sage 50
Accounts Professional Online from time to time, so you do not have
to pay any additional charges for updates or upgrades.
5. Payment of charges
5.1 If you pay your subscription charges to an entity separate
from Sage (e.g. if you obtained access via an accountant or
Business Partner), you agree to pay those charges for at least one
year, in the manner and at the times you agree with that separate
entity. If you pay those charges to us, you agree to pay them as
described on the relevant page of Our Website.
5.2 We may change the charges for using Sage 50 Accounts
Professional Online at any time, by giving notice of such change on
Our Website.
5.3 If we do change our charges, such change will come into
effect within thirty days of the date we first notify you what the
new charges will be. During that time you may terminate this
Agreement by giving us written notice of at least thirty days which
will be effective at the end of the next billing period. For the
avoidance of doubt, during that notice period your payments will be
calculated on the basis of the old charges. Also, you should
remember to make your own copy of Your Data, as described in the
User Guide.
6. How is information
collected, used, stored and otherwise treated?
6.1 We collect, and you supply to us, such information as we
request from you via Our Website, as is specified in the User Guide
and such other information as we may from time to time reasonably
request. You warrant (i.e. make a contractually binding promise)
that this information is true and accurate.
6.2 You agree to our use, storage and disclosure of information
and data as described in clauses 6.2.1 to 6.2.7. For the purpose of
this clause 6, the terms "Personal Data", "Processing", "Data
Processor" and "Data Controller" have the meanings given to them in
the Data Protection Act 1998 (in this clause 6, the "DPA"). At the
time of writing this Agreement, those definitions were available at
the Office of Public Sector Information's website, here:
http://www.opsi.gov.uk/acts/acts1998/80029--a.htm#1.
6.2.1 At all times both of us will comply with our obligations
under the DPA in relation to Personal Data. We will use contact
details and other information which you provide to us, including
your End Users' Personal Data , for performing our rights and
obligations in this Agreement and for performing our legal
obligations. We may also use it to contact you, via your relevant
or nominated personnel, about our other relevant products and
services, and to conduct research about our customers. That contact
may be made via our contractors. You acknowledge that there is
certain information that we must use in order to be able to provide
the Sage 50 Accounts Professional Online, including names, email
addresses and passwords of your End Users. If for any reason we are
not permitted to use such information, we may not be able to
perform our obligations in this Agreement. You acknowledge that in
such circumstances you will still be obliged to pay our charges,
and you will only be able to terminate this Agreement in accordance
with clauses 2.6 and 11.
6.2.2 The main ways in which we will contact you will be by
telephone, email, via Our Website and by post. If at any time you
do not want us to contact you in any of these ways, you should
contact us so that we can update your communication
preferences.
6.2.3 We will only use your End Users' Personal Data for our own
purposes relating to providing the Sage 50 Accounts Professional
Online, with each such End User's consent for the purposes
described in clause 6.2.1, and in the manner described in clause
6.2.2.
6.2.4 We will only use your company data (“ Your
Data ”) stored via Sage 50 Accounts Professional Online to
the extent necessary for us to provide Sage 50 Accounts
Professional Online. We acknowledge that Your Data is your
proprietary and confidential data and that under no circumstances
may we exploit that data for our own purposes not specifically
relating to providing you Sage 50 Accounts Professional Online.
6.2.5 Subject to clause 6.2.4, you agree that we may track and
record the manner in which you, and your End Users, use Sage 50
Accounts Professional Online, for example to find out how much
storage space you use, for how long each End User logs on, and
other ways in which Sage 50 Accounts Professional Online are used.
Examples of reasons we would do this include: to enable us to
improve Sage 50 Accounts Professional Online, for the purposes
described in clause 6.2.1 and to be able to provide anonymised,
aggregated data (i.e. not Personal Data) to third parties. If we do
track and record use, we will minimise so far as possible the
extent to which we use Personal Data, and if we do use Personal
Data, we will notify the relevant End User that we do so and give
them the opportunity to object. Under no circumstances will we
provide Personal Data collected in this way (if any) to third
parties.
6.2.6 The information which you submit and store via Sage 50
Accounts Professional Online may be stored on Sage's computer
servers located in the U.S.A. , which servers are controlled and
managed by our Affiliate. We comply with UK and EU legislation
relating to our export of data from the European Economic Area, and
have taken steps to ensure that our Affiliate provides the required
level of protection for your Personal Data.
6.2.7 We will disclose your contact and other relevant
information (including Personal Data of your End Users, if
necessary) to our Affiliates and contractors who assist us (and our
Affiliates) to provide Sage 50 Accounts Professional Online.
6.2.8 You agree to bring the Terms of Use for End Users to the
attention of your End Users, to help ensure that they understand
and consent to our use of their information, including Personal
Data. This is so that we may provide the Sage 50 Accounts
Professional Online to them on your behalf.
7. Information about Sage's intellectual property rights
and indemnity
7.1 The intellectual property rights in Sage 50 Accounts
Professional Online are our or our licensors' property. The service
comprising Sage 50 Accounts Professional Online is protected by law
and international treaty. We reserve (for ourselves and our
licensors, as appropriate) all rights not expressly granted by this
Agreement and you agree that at all times the copyright and any
other intellectual property rights in Sage 50 Accounts Professional
Online are and will be owned by Sage and its licensors, as
appropriate.
7.2 Sage 50 Accounts Professional Online may incorporate
technical and other protective measures designed to prevent
unauthorised and/or illegal use of Sage 50 Accounts Professional
Online. You agree to the incorporation of any such measures in Sage
50 Accounts Professional Online.
7.3 We indemnify you against any and all liability, loss,
damage, reasonable costs and expenses (including reasonable legal
fees) which you may incur as a result of any claim or action
brought against you by a third party alleging that your authorised
and proper use of Sage 50 Accounts Professional Online under this
Agreement infringes the intellectual property rights of such third
party. If that happens, you must take reasonable steps to mitigate
any loss which you suffer or incur.
7.4 If in our reasonable opinion Sage 50 Accounts Professional
Online are likely to become or do become the subject of a claim of
infringement of a third party's intellectual property rights, we
may elect to either:
7.4.1 obtain the right for you to continue using Sage 50
Accounts Professional Online as permitted under this Agreement;
or
7.4.2 modify or replace the infringing part of Sage 50 Accounts
Professional Online so as to avoid the infringement or alleged
infringement, without materially reducing the functionality or
performance of Sage 50 Accounts Professional Online.
7.5 If having used all reasonable endeavours we cannot achieve
either of the circumstances referred to in clauses 7.4.1 or 7.4.2
on reasonable terms, and you give us a written notice to do so, we
will promptly refund to you all charges paid by you for using Sage
50 Accounts Professional Online from the date of the actual or
likely (in our reasonable opinion) infringement of that third
party's intellectual property rights, when this Agreement including
your right to use Sage 50 Accounts Professional Online will
automatically terminate.
7.6 You must:
7.6.1 promptly notify us of any claim or threatened claim
concerning your use of Sage 50 Accounts Professional Online ;
7.6.2 not independently defend or respond to such claim or
threatened claim; and
7.6.3 co-operate with us in the defence of any such claim or
threatened claim, subject to our payment of your third party costs
incurred in providing such cooperation.
7.7 The indemnity in clause 7.3 shall not apply to any
claim:
7.7.1 which arises as a result of your use of Sage 50 Accounts
Professional Online other than as permitted by this Agreement or as
approved by us in writing; or
7.7.2 if, in relation to that claim, you do not comply with
clause 7.6.
7.8 This clause 7 states your exclusive remedy in connection
with any claim or threatened claim in relation to the intellectual
property rights of a third party.
8. What warranties and disclaimers apply to Sage 50
Accounts Professional Online?
(You should ensure you understand this
clause)
8.1 Subject to clauses 8.3 and 9.2.2, we warrant that Sage 50
Accounts Professional Online will give the functionality and levels
of service as described in the User Guide , when used in accordance
with it. To the maximum extent permitted by law, the warranty in
this clause 8.1 is exclusive and instead of all other terms,
warranties, representations and conditions, express or implied,
statutory or otherwise, relating to our provision of Sage 50
Accounts Professional Online. When we use the term ‘warrant' or
‘warranty', we mean that we make a contractual promise as described
– if we break that promise, you can take legal action against
us.
8.2 The warranty in clause 8.1 shall not apply to any warranty
non-compliance which does not have a material effect on
functionality and/or levels of service, nor shall it apply to the
extent that any non-compliance arose or was exacerbated by any:
8.2.1 use of Sage 50 Accounts Professional Online other than in
accordance with this Agreement; or
8.2.2 circumstances beyond our control, including any
interruption to or failure of any website, computer and/or
telecommunications services not provided by us, including the
Internet.
8.3 If you believe our provision of the Sage 50 Accounts
Professional Online does not conform with the warranty in clause
8.1, you should notify us in accordance with clause 12.10. We will
then attempt to verify such non-conformance, and if we successfully
do so, we will use our reasonable endeavours to modify Sage 50
Accounts Professional Online to correct that non-conformance. If we
are not able to do so, we will provide you with the opportunity to
make your own copy of Your Data, and refund you the charges you
paid for any future period of use of Sage 50 Accounts Professional
Online. We will calculate such refund pro rata to the nearest day,
from the date we receive your notice of non-conformance to the end
of the period for which you have paid. This Agreement will
terminate automatically when you receive such refund, when clauses
11.4 to 11.6 will apply.
These are your sole and exclusive remedies in the event of a
breach of the warranty in clause 8.1.
8.4 We do not warrant that: (a) Sage 50 Accounts Professional
Online will meet your requirements; (b) their operation will be
uninterrupted, or error or bug free; (c) their results of use will
be correct, accurate or reliable; or (d) any defects in the Sage 50
Accounts Professional Online can or will be corrected.
8.5 You acknowledge that, subject to clause 9.1, no oral or
written communications by or on our behalf shall create a warranty
or in any way increase the scope of the above warranties.
9. To what extent is Sage liable for providing Sage 50
Accounts Professional Online?
(You should ensure you understand this
clause)
9.1 Nothing in this Agreement shall exclude or limit our (or any
Affiliate's or licensor's) liability for (a) fraud, (b) death or
personal injury arising out of our (or any Affiliate's or
licensor's) negligence or (c) any warranty about title or
uninterrupted possession implied by statute.
9.2 Subject to clause 9.1, in no event will we, any Affiliate or
any licensor be liable for:
9.2.1 lost income, lost profits or lost business, wasted time,
anticipated savings, lost goodwill, third party costs and charges,
or any business interruption, in each case whether caused directly
or indirectly; or
9.2.2 any circumstances arising out of or in connection with the
Internet, any third party or your telecommunication service, third
party or your computer system, and/or associated or supporting
systems not provided by us and used by you to use or otherwise
access Sage 50 Accounts Professional Online;
9.2.3 any indirect, consequential, incidental or special damage,
in the case of each of clauses 9.2.1 to 9.2.3, however caused and
whether arising under contract, tort including negligence, statute
or otherwise, even if we knew or ought to have known of such
potential liability .
9.3 Subject to clauses 9.1 and 9.2, our (and any Affiliate's and
licensor's) total liability shall not exceed the greater of: (a)
the amount of charges actually paid by you to use Sage 50 Accounts
Professional Online in the year prior to the date the circumstances
causing such liability first arose, or (b) twenty thousand pounds
sterling.
9.4 The limitation of liability in this clause 9 has been
calculated to be proportionate to the charges paid by you to use
Sage 50 Accounts Professional Online and takes into account the
fact that it is not within our control how and for what purposes
you use Sage 50 Accounts Professional Online.
10. How are you liable for using Sage 50 Accounts
Professional Online?
You agree to indemnify us and keep us indemnified against all
costs (including the costs of enforcement), expenses, liabilities
(including any tax liability), injuries, direct, indirect or
consequential loss (all three of which terms include pure economic
loss, loss of profits, loss of data, loss of business, depletion of
goodwill and loss similar to all the preceding types of loss),
damages, claims, demands, proceedings or legal costs (on a full
indemnity basis) and judgments which we incur or suffer arising out
of or in any way connected with any breach by you of clauses 2.1,
2.6 and 3 .
11. How may this Agreement be terminated?
11.1 This Agreement (including your right to use Sage 50
Accounts Professional Online) will automatically (i.e. without
notice) and immediately terminate if you are unable to pay your
debts (within the meaning of section 123 of the Insolvency Act
1986) or you become insolvent, bankrupt or cease to trade or exist
(for example if a partnership, you are dissolved), or an order is
made or a resolution passed for your liquidation, administration,
winding-up or dissolution (otherwise than for the purposes of a
solvent amalgamation or reconstruction), or an administrative or
other receiver, manager, liquidator, administrator, trustee or
similar officer is appointed over all or any substantial part of
your assets, or you enter into or propose any composition or
arrangement with your creditors generally, or any person seeks a
moratorium in respect of you under schedule A1 of the Insolvency
Act 2000, or similar circumstances occur to you in any
jurisdiction.
11.2 We may terminate this Agreement at any time by written
notice, effective immediately, if you:
11.2.1 materially breach any term of this Agreement and either
that breach is incapable of remedy or you have not remedied that
breach within thirty days after receiving written notice requiring
you to remedy it; or
11.2.2 fail to pay when due any charges payable to us or stop
paying to use Sage 50 Accounts Professional Online.
11.3 You may terminate this Agreement as described in clauses
5.3 and 8.3.
11.4 Upon termination of this Agreement however caused, we will
stop your ability to access Sage 50 Accounts Professional Online,
so that you will no longer be able to access and use Sage 50
Accounts Professional Online. You acknowledge that you may no
longer be able to access Your Data via Sage 50 Accounts
Professional Online from this time, which is one reason why it is
so important that you make back ups of Your Data as set out in the
User Guide.
11.5 Except in the circumstances described in clauses 11.1 to
11.3, if this Agreement is terminated and you notify us at the time
of notice of termination that you require a copy of Your Data and
follow the requirements set out in the User Guide, we may provide
you with a copy of Your Data in the manner described in the User
Guide. If we terminate this Agreement in accordance with clause
11.1 or 11.2, we may irretrievably delete Your Data from the
effective date of termination. If you terminate this Agreement in
accordance with clause 11.3, clause 8.3 sets out Sage's obligation
relating to providing you with Your Data.
11.6 You acknowledge that if you ask us to give you a copy of
Your Data after the date of termination of this Agreement, that (a)
it is possible that we may have deleted Your Data, so not be able
to provide it to you; and (b) we may charge you for providing the
service of recovering, copying and sending Your Data to you.
11.7 Any termination of this Agreement will not affect any
accrued rights or liabilities of either party, nor shall it affect
the coming into force, or the continuance in force, of any
provision of this Agreement which is expressly or by implication
intended to come into force or continue in force on or after
termination.
12. What are the general terms?
12.1 To the maximum extent permitted by law and to the extent
consistent with validly entering 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 notice to us. To
the maximum extent permitted by applicable law, all correspondence
and communication between you and Sage under this Agreement must be
in English.
12.2 “Sage” is a registered trademark of Sage's Affiliate and
“Sage 50 Accounts Professional Online” is a trademark of Sage. For
more specific intellectual property rights statements you should
refer to the appropriate part of Sage 50 Accounts Professional
Online. Third party product and service names may comprise trade
marks of their respective proprietor, in which case Sage
acknowledges those marks.
12.3 If any provision of this Agreement is found by any court or
administrative body of competent jurisdiction to be invalid or
unenforceable, such invalidity or unenforceability will not affect
the other provisions of this Agreement which will remain in full
force and effect. If any provision of this Agreement is so found to
be invalid or unenforceable but would cease to be invalid or
unenforceable if some part of the provision were deleted, the
provision in question will apply with such modification as may be
necessary to make it valid and enforceable.
12.4 No failure or delay of either party to exercise any rights
or remedies under this Agreement shall operate as a waiver of that
failure or delay, nor shall any single or partial exercise of the
same or other rights or remedies prevent any further or other
exercise of the same or other rights or remedies, nor shall any
waiver of any rights or remedies with respect to any circumstances
be constructed as a waiver of those rights or remedies with respect
to any other circumstances.
12.5 This Agreement constitutes the entire agreement between you
and us with respect to your access and use of Sage 50 Accounts
Professional Online, and supersede all documentation, information
and other communications (in each case whether spoken or written)
between the parties with respect to such access and use. You
acknowledge that in entering into this Agreement you have not
relied on any documentation, information, representation, warranty,
collateral contract or other assurance (except those set out in
this Agreement) made by us or on our behalf before the date you
accepted this Agreement. You waive all rights and remedies which,
but for this clause might otherwise be available to you in respect
of any such representation, warranty, collateral contract or other
assurance. Every sentence of this clause is subject to clause
9.1.
12.6 From time to time we may modify this Agreement by notifying
you in accordance with clause 12.10 that it has been modified. You
agree to immediately read such modified terms and, if you agree to
them, you will indicate your acceptance of them by continuing to
use Sage 50 Accounts Professional Online. If you do not accept such
modified terms, you should contact us using the contact details
given at the beginning of this Agreement to discuss the situation.
If you do not accept such modified terms, you may terminate this
Agreement, by giving us written notice. This will take effect at
the next billing period. Until then, the unmodified terms shall
apply to your use of Sage Line 50 Accounts Professional Online..
Only one of our directors (or their nominee notified to you) is
authorised to make any additional representations, commitments, or
warranties binding on us.
12.7 We do not recommend or endorse any other entity, including
any third parties who make Sage 50 Accounts Professional Online
available to you - if you wish to engage with such an organisation,
you should investigate its experience, skills and qualifications.
No third party is appointed or authorised by us as our servant or
agent, nor has any authority, either express or implied, to amend
this Agreement, or to enter into any contract, provide any
representation, warranty or guarantee with or to you on our behalf,
or otherwise make commitments for us in any way whatsoever. Subject
to clause 9.1, you agree that we will not be responsible for any
act or omission of any third party, including any services provided
by it in relation to the Sage 50 Accounts Professional Online,
including any administration of it.
12.8 Subject to clause 9.1, we shall not be liable for and shall
be excused from any failure to perform our obligations in this
Agreement due to causes beyond our reasonable control.
12.9 Nothing in this Agreement shall confer on any third party
any right or benefit under the Contracts (Rights of Third Parties)
Act 1999, except that the benefit of clause 9 may be exercised by
the relevant third parties, provided that this Agreement may be
terminated and varied without those third parties' consent.
12.10 Your day to day communication with us must be via the
contact details given in this Agreement and the Documentation (or
any new details which we subsequently notify to you) and ours to
you must be via those details given when you signed up to provide
the Sage 50 Accounts Professional Online (or any new details which
you subsequently notify to us). We will each use the appropriate
communication medium including e-mail, and in the case of us
communicating with you, by publishing notices on Our Website. All
formal notices given under this Agreement shall be in writing
including email. If sent by mail, formal notices shall be sent (if
within the UK) by first class pre-paid post or (if within the UK or
overseas) by courier of international repute and addressed: (a) if
to Sage to its registered office at North Park, Newcastle upon Tyne
NE13 9AA , for the attention of the Legal Team (email:
uk.legal@sage.com); and (b) if to
you, to the details you gave when you registered to use the Sage 50
Accounts Professional Online. Communication of formal notices under
this Agreement addressed specifically to either of us will be
effective on actual receipt by the intended recipient .
12.11 This Agreement is subject to the laws of England and Wales
and the parties submit to the exclusive jurisdiction of the courts
of England and Wales .
Sage ( UK ) Limited
Registered Office Address: North Park, Newcastle upon Tyne NE13
9AA ( Co. Reg. No. 1045967)
VAT number: GB555909605
Tel: 0191 294 3000 Fax: 0845 245 0297
Website: http://www.sage.co.uk/
Email: uk.legal@sage.com
© Sage ( UK ) Limited, 2008