SageCover membership agreement
1. What this agreement is about
This agreement describes how we will supply you with support for
the software you have obtained from us or your supplier (the
software). This agreement, together with any relevant documents we
have provided with this agreement, covers the SageCover support
including any upgrades, additions or other variants to this service
(the support), but only applies to the level of support which you
have subscribed to or which you are entitled to receive (at no
charge) as part of your use of the software during the initial
period (as set out in any relevant documents).
Summary of this agreement
If you accept this agreement and pay the
appropriate subscription fees (as applicable), we will provide you
with the support as described in this agreement and any relevant
documents, such as our invoice, our relevant marketing materials
from time to time and the relevant pages on our website.
- Paragraph 4 describes the types of support,
business information and business advice (if subscribed for) we
will give to you and how you can renew your annual
subscription.
- Paragraph 5 sets out how you or we may end
this agreement.
- Paragraph 6 describes how our responsibility
to you is limited in certain circumstances.
If there is any difference between this
summary and a term in this agreement, the term will apply.
2. How you indicate that you accept this
agreement, and when the agreement starts
a. You accept every term of this agreement
if:
- you ask us to supply annual support and we
issue our invoice for that support to you; or
- (where you are entitled to an initial period
of free support as part of your use of the software) you install
the software and keep it installed for longer than 10 days; or
- you renew your support subscription in
accordance with this agreement.
This agreement starts from the date you accept
this agreement in any of these ways.
b. If you are not satisfied with the support
we supply to you, or have any other problem with it, please email
our customer care team on customer.experience@sage.com
or call 0845 111 55 55 or such other email address or telephone
number that we have told you about in any supporting documentation
describing the support.
3. Who this agreement is between and what
certain words mean
This agreement is between:
- us, Sage (UK) Limited (company registration
number 1045967, VAT number GB 555909605, registered office: North
Park, Newcastle upon Tyne NE13 9AA, United Kingdom); and
- you, the person or organisation authorised to
use the software and receive the support.
By entering into this agreement you and we
agree to be bound by it and any relevant documents and to keep to
their terms, and we agree to provide the support to you as
described in this agreement and those relevant documents.
4. Our commitment to you
a. For one year from the date this
agreement starts or during any period of free support (where
appropriate) we will supply the support to you as described in this
agreement and any relevant documents or other sources of
information (such as information published on our website) we may
produce from time to time setting out details of those items
included within your support subscription.
You agree to make available to us without
charge any information or facilities we may reasonably need to
supply the support to you, including, but not limited to, computer
print-outs and photocopies of documents. We agree to keep
confidential any such information you let us have.
When you contact us by telephone we will use
caller recognition technology to deal with your call in the most
effective way. Please ensure you do not withhold your
telephone number if you would like us to prioritise your call in
this way. We also use call recording software and may record
your call for security and training purposes and for other purposes
which help us to provide high quality service, including keeping a
record of the support provided to you.
b. On each anniversary of the start of this
agreement or at the end of any free period of support (as
appropriate), you can renew your support subscription for a further
period of one year. Before the end of your current support
subscription period, we will send you our invoice setting out the
applicable renewal fees.
Unless you tell us that you do not wish to
renew your support subscription before the end of your current
subscription period we will renew your support subscription for a
further period of one year and you must pay the renewal fees to us
in full as set out in our invoice. If you fail to tell us before
your renewal date that you do not wish to renew your support
subscription or if use any part of the support services after the
renewal date you agree that we will be entitled to assume that you
are happy with our invoice and that you agree to the renewal of
your annual support subscription.
You may upgrade your support
subscription at any time subject to you paying to us any additional
fees. You may only downgrade your support subscription at the end
of your current subscription period (i.e. the downgrade will only
apply to the new subscription period).
c. We guarantee that we will use our
reasonable skill and care to provide the support and any other
service for which you have paid our fees or which you are entitled
to under this agreement but you understand that we cannot guarantee
that the provision by us of the support services will be constant
and without interruption.
d. Software support
We will give you software support covering
problems you may have using the software which may be given by way
of telephone, email, fax, post, remote assistance and self-help
online support (depending on whether your subscription includes
that manner of software support). Unless we agree otherwise, we
will not give you software support or other assistance for any
hardware, third-party software or other equipment used with the
software. Software support is available during the hours set out in
the supporting documentation describing your support
subscription.
To enable us to provide a more efficient
service to you, you agree to tell us about any defect in the
software within five days of you first becoming aware of it.
If you ask us to provide you with remote
assistance, you agree to accept a software file onto your computer
system(s) (where necessary) to allow us to provide that
assistance.
e. Software updates and upgrades
You agree to promptly install and use any
‘updates’ we may issue to you (an update is a permanent fix to a
known problem or due to change to legislation released by us from
time to time). Depending on the level of support you have
subscribed for, we may choose to supply you at no extra charge with
any ‘upgrades’ we make to the software during the period of your
subscription, which you agree to promptly install and use (an
upgrade is a major revision to the software which adds new or
different functions or capabilities to the software, which we refer
to as a ‘new version’ of the software). The terms of your licence
for the software and any other terms we supply with an update
and/or an upgrade will apply to that update and/or upgrade (as the
case may be).
f. Business information and business
advice
Where your support subscription includes it
we will provide you with:
- free access to the section of our website
(www.sage.co.uk) which
contains information and documents about human resources, health
and safety and other issues we may notify you of which are relevant
to your business (business information); and
- access to business advice about human
resources, health and safety and other notified issues relevant to
your business (business advice) via our telephone and e-mail
helpline (the business advice helpline) available during our normal
office hours.
You must only use the business information and
business advice for your legitimate business purposes. You can see
and download the business information and make any copies you
reasonably need for your employees who may need to have the
business information to do their work for you. However, you must
not remove or alter any copyright, notices, trademarks or other
notices we may put on the business information.
You must not use business information or
business advice in any way other than as set out in this agreement
and the relevant documents, or as allowed by us in writing.
In particular, you must not sell, rent out, distribute, publish,
display or alter the business information or create documents from
any business information, business advice, our website or any other
materials you receive from us, or use business information or
business advice for any illegal purpose.
g. What you need to know when using business
information and business advice
- The business information and business advice
is prepared and updated in line with relevant laws and best
practice in England and Wales, Scotland and Northern Ireland. It is
only suitable for use in those countries. However, business
information cannot take account of all circumstances, and so cannot
provide specific advice (such as how a particular event will affect
your legal position). We recommend that you contact the
business advice helpline (if you have subscribed to it) and also
get your own legal advice if you have any questions about an issue
set out in business information.
- If you sign and use any document forming part
of the business information without first calling the business
advice helpline (if you have subscribed to it) and getting your own
legal advice, you do so entirely at your own risk. If you are
re-using any document you have previously used, you should (in
addition to calling the business advice helpline (if you have
subscribed to it) and getting your own legal advice) check our
website to see if that document or any related material has been
updated.
- When preparing and updating our business
information and business advice we will do everything reasonably
possible to make sure it is correct and up to date.
h. We endeavour to keep a record of all business advice we give
to you via the business advice helpline using appropriate recording
technology and by our advisers making notes whilst giving you that
advice. We also keep a record of all letters, emails,
ask-the-expert responses and email follow-ups to business advice we
send to or receive from you, as well as all online activity,
including web pages viewed and documents downloaded by you.
i. We will let you know if your subscription includes the right
to ask us to prepare a report consisting of case notes and online
activity, to demonstrate compliance with the advice provided (a
compliance trail).
j. We will let you know if your subscription includes the right
to receive information and advice about employment issues that may
arise from pre-employment through to the end of the employment
relationship (employment advice). The supply of employment advice
does not include:
- advice and guidance about matters arising
after the end of the employment relationship; or
- acting on your behalf before any court or
similar body set up to resolve employment disputes.
If we supply employment advice on a matter that results in a
hearing before a court or similar body set up to resolve employment
disputes, we can let you have a compliance trail for that
matter. We will not prepare any other documents for your use
at or before that hearing, but will, if possible, let you have our
opinion of the merits of a case on which we have provided
employment advice.
k. We will let you know if your subscription includes the right
to access general advice and guidance about compromise agreements
and the circumstances in which they are used. Compromise
agreements are legally binding documents which set out the terms on
which an employer and an employee agree to the end of that
employee’s employment, and require tailoring and legal expertise to
ensure that they are suitable for the specific circumstances.
We do not provide standard compromise agreements or advice and
guidance in respect of your own compromise agreements.
l. Access to support and our website
- We cannot guarantee that the support will meet your needs or
that we will be able to fix any problem with the software which has
arisen because you have used the software in a way not allowed by
the relevant software licence agreement, this agreement or by us in
writing (for example where you have allowed a third party to
configure or otherwise adapt the software), or if you have not
followed our advice or recommendations from time to time or if you
have not promptly installed any updates or upgrades (as
appropriate) we may issue to you.
- We will do everything reasonably possible to make sure that the
sections of our website which contain business information and/or
business advice are free from viruses. However, we cannot
guarantee this. We recommend that you use your own
virus-protection software.
- We cannot guarantee that our website will be compatible with
your browser or computer set-up, or that your access to our website
will not be interrupted (this may be beyond our control).
- From time to time we may temporarily stop providing access to
our website, for maintenance, repairs or other reasons. If
possible, we will try to make sure this happens outside normal
business hours.
- We may stop providing access to our website at any time on
giving you one working day’s notice by email or by withdrawing the
website, in which case this Agreement will terminate.
m. Except where paragraph 6c applies, this agreement describes
all of our guarantees relating to the support, the business
information, the business advice and the business advice helpline
(where appropriate). Unless this agreement says otherwise, we are
not bound by any other contract terms, warranties or other type of
promise. If, under any law, a particular term, warranty or other
type of promise relating to the support, the business information,
the business advice and the business advice helpline (where
appropriate) would automatically be included in this agreement, we
will only be bound by that term, warranty or promise to the extent
set by law.
5. How you or we may end this agreement or
suspend the support services
a. We may end this agreement at any time on giving you at least
seven days’ notice and if we do, we will refund to you such
proportion of the subscription fee you have paid for the year in
question as is appropriate to the unexpired period of the duration
of this agreement.
b. You may end this agreement at any time by giving to us at
least seven days’ notice during your subscription period by calling
us on 0845 111 66 66. If you do, you will not be entitled to any
refund of your subscription fees and if you have not paid all of
your subscription fees for that subscription period, you must also
pay them to us immediately. If you owe us any other amounts in
relation to this agreement at the time you end this agreement, you
must also pay them to us immediately.
c. This agreement will automatically and immediately end if you
become bankrupt (or something similar happens) or your business
cannot pay its debts or stops trading, or if any finance
arrangement relating to the support has ended for any reason
without you paying the full amount of that finance. In those
circumstances, we will not give you a refund.
d. If you or we discover that the other has done something which
is not allowed by this agreement, or have not done something that
must be done, the one who discovered the situation can give the
other notice that the matter must be put right within 30 days. If
the matter is put right in that time, no further action will be
taken. If it is not put right in that time, the person who
discovered the situation can then end this agreement by giving the
other written notice that this agreement will immediately end. If
this agreement is terminated because of something we have done or
not done, we will refund to you such proportion of the subscription
fee you have paid for the year in question as is appropriate to the
unexpired period of the duration of this agreement. In all other
circumstances, we will not give you a refund.
e. We may also end this agreement if you fail to pay any amount
you owe to us within seven days of the due date, or, alternatively
we may stop providing the support services to you until you have
paid us those outstanding amounts.
6. Our liability and responsibility to you
if something goes wrong
a. Except in respect of the business advice
helpline, our liability (including for negligence) in any year
under this agreement will be limited to paying you an amount equal
to the total of 125% of all fees you paid for the support in that
year.
If you have paid to use the business advice
helpline, our liability (including for negligence) in relation to
the business advice helpline will be limited to paying you the
greater of (i) £20,000; or (ii) an amount equal to 10 times the
total of all fees you paid for the business information and
business advice element of your support subscription in that
year.
b. You are better placed to understand the
risks to your business that may occur as a result of your using the
support. Accordingly, we will not be responsible for any of the
following, even if we knew or should have known there was a
possibility you could experience the problem:
- financial or similar loss of any kind,
including, for example, loss of profits, business, estimated
savings or goodwill, however the loss is caused;
- any interruption to your business or damage
to information, however that interruption or damage is caused
(particularly because you should maintain regular back ups of your
own information);
- loss or damage which we could not have
reasonably known about at the time you entered into this
agreement;
- losses you suffer as a result of using any
advice we give you via the business advice helpline or, if we let
you use that advice to support your clients, using that advice to
support your clients if (i) you do not promptly give that advice to
your clients (where appropriate); or (ii) you or your clients
(where appropriate) do not promptly follow that advice; or (iii)
you do not provide us with all facts relevant to the issue that is
the subject of that advice. (If we let you use that advice to
support your clients, nothing in this agreement will create a
legally binding relationship between us and your clients in
relation to that advice);
- losses you suffer as a result of using the
support, business information or the business advice helpline
(where appropriate) other than as described in this agreement and
the relevant documents.
We recommend that you consider obtaining
insurance cover if you believe that you could experience anything
that we have told you that we will not be responsible for.
c. Nothing in this agreement will prevent or
limit your or our liability for:
- fraud;
- death of or personal injury to any person as
a result of our negligence; or
- any legally binding promise, automatically
given by law, that you can have the licence or that you can use the
software without someone else claiming that you cannot.
d. Your and our responsibilities under this
agreement are reasonable because they reflect that:
- we cannot control how, and for what purposes,
you use the support, the business information, the business advice
or the business advice helpline (where appropriate);
- we have not developed the support, the
business information, the business advice or the business advice
helpline (where appropriate) specifically for you; and
- although we follow good industry practice, it
is not economically possible for us to carry out all the tests
necessary to make sure there are no problems with the support, the
business information, the business advice or the business advice
helpline (where appropriate).
7. How we use information about you
We will use any information you give us under this agreement
to:
- meet our obligations under this agreement
or any other agreement we have with anyone who licenses us (our
licensors), or our subcontractors;
- contact you to see if you would like to
take part in our customer research;
- contact you about our other products and
services and those of others which we think you will be interested
in.
(If we do contact you in this way, we will
try to speak to the relevant person in your organisation, and we
may contact you directly, or use other organisations which we have
hired to contact you for us.)
We may give information to other companies
in our group of companies, our licensors and contractors, and other
organisations described in relevant documents. For example, we may
give information to the following.
- Your software supplier (if you have
one)
- The person or company (if any) providing
you with finance
- Our training providers
- Companies which we use to help us send you
post and other communications
- Research companies
- Event organisers
- The owner of any third-party software
- The Sage Group plc (which owns us)
If you give us information which could give
away the identity of an individual, you are agreeing that we can
use it as described above. If at any time you do not want us to use
such information in that way, please call us on 0845 111 55 55 or
email us at customer.experience@sage.com.
For more information on how we use information about you, see the
privacy policy on our website at http://www.sage.co.uk/.
8. General terms
a. Any supplier or business partner from whom
you buy your support (or your licence to the software) does not
have any authority or right to enter into any contract or provide
any guarantee on our behalf. We are not responsible for any changes
these organisations have made to the software or for anything they
do or fail to do.
b. If we quote you a price, on our website or
by phone, for any of our products or services, that price will be
confirmed when we issue our invoice.
c. If a court or similar body decides that any
wording in this agreement cannot be enforced, that decision will
not affect the rest of this agreement, which will remain binding on
both of us. However, if the wording that cannot be enforced could
be enforced if part of it is deleted, we will both treat the
relevant part of the wording as if it is deleted.
d. If you or we fail to, or delay in,
exercising any rights under this agreement, that will not mean that
those rights cannot be exercised in the future.
e. This agreement and any documents referred
to in this agreement (including any payment terms and all up to
date support literature at the start of this agreement) is the
entire agreement between you and us for the support, the business
information and the business advice helpline (where appropriate),
and replaces all documents, information and other communications
(whether spoken or written) between us for such use.
f. It is important to us to have a direct
relationship with the users of our software, so you must not
transfer this agreement to anyone else. We may transfer this
agreement to another organisation which is part of our group of
companies.
g. From time to time we may change this
agreement by telling you that we have changed it. If you do not
agree with those changes, please contact us as soon as possible. If
you buy any other product or service relating to the software, from
us or your software supplier, after we have told you that we have
changed this agreement, we will consider you to have accepted those
changes.
h. If circumstances beyond our reasonable
control arise, we will not be liable for failing to meet our
responsibilities in this agreement because of those circumstances,
for as long as those circumstances continue.
i. This agreement is between us and you.
Nothing in this agreement gives anyone any right or benefit under
this agreement (or any benefit under the Contracts (Rights of Third
Parties) Act 1999). This means that only you and we can benefit
from the rights set out in this agreement.
j. This agreement and any dispute or claim
arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) is
governed by the laws of England and Wales and you and we both agree
that the courts of England and Wales will be the only courts that
can decide on legal disputes or claims about this agreement.