Terms & Conditions of Supply of
software and services
Important Notice
Sage (UK) Limited products and services are intended for UK
business use only, and not for consumers, or individuals under 18
years of age.
If you are a business from outside the UK, please visit the Sage
website in your own country. See http://www.sage.com/ for a list of
Sage sites in other countries.
Other than for orders placed on the Sage web site shop at
shop.sage.co.uk, if we make a contract to directly supply you with
product licences and servicesthat contract is governed by these
Conditions and other relevant documentation including our
invoice/dispatch note. If you place an order on the Sage web site
shop, that order is governed by these
terms.
Your use of any Sage software will also be governed by the terms
of a software licence, and our other products and services may also
be governed by additional terms. Products or services described on
our site but provided by another company within The Sage Group plc
will be supplied by that group company and subject to separate
terms and conditions.
Any other third party products or services described on our site
are supplied by the relevant third party and subject to that third
party's terms and conditions. Even where third party products or
services are co-branded by us, we do not endorse them, warrant the
accuracy of third party information about those products or
services, or warrant the quality or suitability of those products
or services for your use.
General Information about us
Our name: Sage (UK) Limited
Our geographic address: North Park, Newcastle Upon
Tyne, NE13 9AA
Our contact details: Visit our 'Contact us' area. The telephone, fax numbers
and e-mail address to use will depend on the nature of your query.
If you are a new customer with general enquiries please telephone
0845 3000900 or email us on newbusinessadvice@sage.com.
For after sales care please telephone customer care on
0845 1116666 or email customer.care@sage.com.
Registers: We are a limited company
registered in England and Wales under company registration number
01045967. The Companies House register can be found at
http://www.companieshouse.gov.uk/
Our VAT no. 555909605
We do not belong to any trade organisations, professional bodies
or supervisory authorities, nor do we subscribe to any particular
codes of conduct.
Here is an overview of these
Conditions.
1. Definitions
2. How to conclude a Contract with us
3. Other information about the Contract
4. Price of the Products and Services and Payment
5. Intellectual property rights in the Products and
Services
6. Cancellation and Returns
7. Exclusions and Limitations
8. Confidential Information
9. Indemnity
10. General
1. Definitions
Acceptance means an Electronic Communication from us accepting
your Order.
Conditions means these standard terms and conditions for our
supply of Products and/or Services.
Consumer means a person acting for purposes which are outside
his or her business.
Contract means the contract between us for the licensing of
Software and/or the sale of other Products and/or the supply of any
Services (collectively, the "supply"), as set out in Condition
3.1.
Electronic Communication means an electronic communication
between us by fax or e-mail.
Order means your contractual offer to buy Products or Services
from us by placing an order through our Website.
Products means our Software and other products as set out in the
Shopping Channel from time to time.
Services means the services as set out in the Shopping Channel
from time to time.
Shopping Channel means the shop on our Website, which is
currently found under “Products and Services”.
Software means our licensed software products as set out as set
out in the Shopping Channel from time to time.
Specific Terms means terms which apply specifically to the
Products (such as those in a software licence) or Services, and
which are separate from these Conditions.
Website means Sage (UK) Limited's website currently at http://www.sage.co.uk/.
2. How to conclude a Contract with us
2.1. These are the steps you need to take to conclude a
Contract with us.
(A) Check variable information such as prices
2.2. We will display on our Website certain variable
information which you will need to know before you place your
Order, such as the range and descriptions of Products and Services
and their current prices (exclusive of VAT). This information may
also be available outside the Website, for example in printed
documentation or supplied over the telephone by our sales
staff.
2.3. Note that this variable information is known as an
"invitation to treat" and not a contractual offer from us which you
may accept. This means we reserve the right to correct any errors
in that information without any liability to you. It also means
that in no circumstances will we be contractually bound to supply
you with Products or Services on the basis of any incorrect
information, even if that information is repeated in your
Order.
(B) Make sure you read and understand our
terms
2.4. It is your responsibility to read the legal terms on
our Website carefully and to raise any problems with us before you
place your Order. That includes these Conditions, our terms of use and privacy
policy and any Specific Terms that are available on our
Website.
2.5. Please note that our Shopping Channel is intended for
businesses and not Consumers and that you may not use our Shopping
Channel if you are under 18 years of age or if you are from outside
the UK. If you accept the legal terms referred to in Condition 2.4
on behalf of a corporate buyer, you represent that you are
authorised to do so. If you are not so authorised, nor deemed in
law to have such authority, you assume sole personal liability for
the obligations set out in those legal terms.
(C) Complete your Order
2.6. You will be responsible for selecting the Products
and/or Services you wish to buy, for supplying your delivery
address, for telling us how you wish to pay and for giving us any
other information we request to enable us to fulfil your Order and
comply with the Contract. All information you submit to us must be
adequate, relevant, accurate and up to date.
2.7. You may pay online by credit or debit card or ask us
to send you an invoice. If you choose to pay by credit or debit
card, we will check to see whether the transaction is authorised.
If you ask to pay by invoice, we will post you a paper invoice,
which you must pay within 30 days of the date of the
invoice.
2.8. When you have completed your Order, you will be shown
a copy on screen. It is your responsibility to check your Order
carefully to identify any errors and to correct them prior to
placing your Order. The Website allows you to cancel your draft
Order, and to edit any details and once you have finished checking
and correcting your Order, please print out a copy before placing
it.
(D) Place your Order
2.9. You may place your Order by clicking on the "Place
Order" button.
2.10. We will acknowledge receipt of your Order on the
Website and, if you request it, by e-mail, in each case without
undue delay. This is not our Acceptance of your Order, but a
confirmation of its receipt.
(E) Wait for our Acceptance of your Order
2.11. You may not assume we have accepted your Order until
we send you an Acceptance. Only if and when you receive our
Acceptance will we have made a binding legal Contract with you.
2.12. You may receive an acknowledgement from our payment
processor, advising you whether or not your credit or debit card
payment has been authorised. This acknowledgment relates to your
payment only and is not our Acceptance of your Order.
2.13. We will be entitled to refuse to accept your Order
if in our sole discretion we consider it necessary. If that happens
we will let you know as soon as we can. If we accept your Order, we
will send you an Acceptance without undue delay.
2.14. Once we have entered into a Contract with you in
accordance with this Condition 2, we shall supply you with the
Products and Services that you specified in your Order in
accordance with the terms of the Contract.
3. Other information about the Contract
3.1. We can only conclude the Contract with you in
English, and not in any other language.
3.2. The Contract between us will consist of (1) these
Conditions (including our privacy
policy), (2) your Order and (3) our Acceptance (the
consideration for which shall be payment of the price in accordance
with Condition 4). There can only be a Contract between us if all
these elements are present. If there are applicable Specific Terms,
these will also be included in the Contract.
3.3. The Products and/or Services we supply to you shall
be subject to any restrictions set out on our Website or in the
Contract. If we provide you with a Service via our Website, you
must abide by our terms of use and any
acceptable use policy or other applicable terms on the Website. For
other Services, you must comply with any terms we notify to you,
e.g. health and safety regulations for a Service provided to you
face-to-face such as a workshop.
3.4. We will not file the concluded Contract between us on
line and you should therefore print out and retain copies of each
element of the Contract. You will receive a copy of any Special
Terms with the Product or service. The current version of these
Conditions, and our privacy policy are
available on our Website.
3.5. You may only cancel an Order that we have accepted or
cancel the Contract in the circumstances set out in Condition 6
below.
3.6. These Conditions shall take precedence over and
exclude any other terms and conditions you seek to impose. If there
is a conflict between the Specific Terms and these Conditions, the
Specific Terms shall take precedence.
3.7. You may not vary these Conditions unless an
authorised representative of ours agrees in writing.
3.8. We may update or change these Conditions from time to
time without notice and the date of the most current version is
that set out at the top of these Conditions. You must read them
each time you place an Order with us through our Website.
3.9. We also reserve the right to make any changes without
notice to our privacy policy, terms of use, other information on our Website
and the specification of the Website in order to comply with any
applicable legal or regulatory requirements, in the interests of
good business practice, or to improve the design or
functionality.
3.10. If you are a Consumer then your legal rights are not
affected by these Conditions or the Contract.
4. Price of the Products and Services and Payment
4.1. The price of the Products and Services will be
calculated in pounds sterling (or such other currency as we may
accept in our absolute discretion) and will be shown to you on our
Website at the bottom of your accepted Order.
4.2. The prices on our Website are exclusive of Value
Added Tax ("VAT"). Your Order will show VAT both as a separate item
and as included in the total price.
4.3. Subject to our obligation to supply the Products and
Services at the price stated in a Contract we reserve the right at
any time to increase the list prices of the Products and Services
and to change the range of Products and Services available. We will
endeavour to give you as much notice as we can of changes to the
range and any increase in prices.
4.4. If you fail to make any payment on the due date then,
in addition to any other right or remedy available to us, we shall
be entitled t
4.4.1. cancel the Contract or suspend the performance of
any Services; and
4.4.2. take any payment made by you against such of the
Products and Services as we may think fit; and
4.4.3. exercise our legal right to claim interest under
the Late Payment of Commercial Debts (Interest) Act 1998 and
subsidiary legislation as amended from time to time together with
compensation for debt recovery costs.
5. Intellectual property rights in the Products and
Services
5.1. You acknowledge that the copyright and any other
intellectual property rights in the Products and/or Services remain
with us or our licensors, and may not be used by you for any
purpose other than your lawful use and in accordance with the
Contract.
5.2. If a third party successfully claims that that our
Products or our Services infringe that third party's intellectual
property rights we shall be entitled to replace the Products (or
the part in question), re-supply the Services free of charge or, at
our discretion, refund to you the price of the Products (or a
proportionate part of the price) or the Services, but we are not
accountable to you in any other way. In particular, we shall not be
responsible for any defects or intellectual property rights claims
arising from your customisation of the Products or Services or your
other instructions.
6. Returns and
Cancellation
Returns
6.1. We want you to be completely satisfied with the Products or
Services you buy from our web shop. If you are unhappy or wish to
complain, then please call customer care on 0845 111 66 66, or
write to us at the address above so that we can discuss your
concerns.
6.2. If any Specific Terms accompanying the Product or Service
(such as a software licence agreement) contain terms about
returning that Product or Service, the returns policy in the
Specific Terms shall apply in place of the above term.
Our rights to cancel
We may cancel your Order and any Contract if:
6.3.1. you order Products or Services that become unavailable,
in which case we are not obliged to provide substitute software or
substitute services but shall inform you of the unavailability,
or
6.3.2. you do not pay us the price due for the Products and/or
Services by the due date, or
6.3.3. you are from outside the UK, or
6.3.4. you are either not able or not authorised to enter into
the Contract with us.
If we wish to cancel your Order and any Contract for a Product
or Service, we will contact you first to discuss this.
7. Exclusions and Limitations
7.1. We shall accept liability for the following:
7.1.1. for death or personal injury, resulting from our
negligent act or omission, breach or default, or for our breach of
any obligations implied by law which cannot be excluded; and
7.1.2. for direct physical loss or damage to your tangible
property up to an amount in aggregate of one hundred and fifty
percent (150%) of the total price paid for the Products and/or
Services which directly caused that damage to property as set out
on your accepted Order (the "Price") or five hundred pounds
sterling (£500), whichever is the greater, where, and to the extent
that, such loss or damage is caused by our negligent act or
omission, breach or default; and
7.1.3. for direct loss or damage, other than governed by
Conditions 7.1.1 or 7.1.2 above or Condition 7.2 below, up to an
amount in aggregate of one hundred and fifty percent (150%) of the
Price paid where, and to the extent that, such loss or damage is
caused by our negligent act or omission, breach or default.
7.2. Subject to Condition 7.1, we shall not be liable
under or in relation to this Contract or its subject matter
(whether such liability arises due to negligence, breach of
contract, misrepresentation, or for any other reason excluding
fraudulent misrepresentation) for any technical, factual, textual
or other typographical inaccuracies, errors or omissions in
information on the Website, for any loss or damage arising from the
use of your credit or debit card on the Website, for the
unavailability of the Website (or any part of it), for any delay in
providing or failing to supply the Products or Services, for loss
or damage to the Products which occurs during transit (as risk in
the Products passes from us to you on despatch) or for any loss of
profits, loss of business, loss of anticipated savings, loss of
sales or turnover, loss of, or damage to reputation, loss of
contract, loss of customers, loss of, or loss of use of any
software or data, loss of use of any computer or other equipment or
plant, wasted management or other staff time, losses or liabilities
under or in relation to any other contract or any indirect,
consequential loss or damage (including loss or damage suffered by
you as a result of an action brought by a third party) whether that
loss:
7.2.1. arises naturally from any breach of the Contract by
us; or
7.2.2. was reasonably anticipated or contemplated by both
of us when we entered into this Contract; or
7.2.3. is one which you specifically informed us was a
likely consequence of a breach by us prior to that breach, and any
implied warranties are excluded to the maximum extent permitted by
law. For the purpose of this Condition, the term "loss" includes a
partial loss or reduction in value as well as a complete or total
loss.
7.3. We expressly agree that should any limitation of
liability Condition or provision contained in the Contract be held
to be invalid under any applicable legislation (primary or
otherwise) or rule of law by reason of some part of that Condition
or provision it shall, to that extent, be deemed omitted, but if we
thereby become liable for loss or damage which would otherwise have
been excluded or limited, as the case may be, such liability should
be subject to the other applicable limitations and provisions set
out in these Conditions.
8. Confidential Information
You should be aware that with the exception of credit card
numbers and the information we specifically request of you to
enable us to enter into a contract with you, we do not wish to
receive any information of a confidential or proprietary nature
from you through this Website. Any such information you send to us
will be deemed by us not to be confidential in nature and you will
have granted us an irrevocable licence to use, display, modify,
transmit or distribute such information in any manner we shall
reasonably decide. To learn more about how we deal with personal
information, such as names and addresses, see our privacy policy.
9. Indemnity
You agree to indemnify us and hold us, our employees,
affiliates, agents, business partners and employees harmless from
any claim or demand, including reasonable legal fees, made by a
third party arising out of content you submit or transmit to this
Website, your use of the Website or your breach of these terms and
conditions.
10. Export Restrictions
It is not our intention that businesses will order Products from
us for delivery overseas but in that eventuality you agree to
comply with all applicable international and national laws that
apply to the Products. You may be subject to import duties
and taxes, which are levied once the package reaches the specified
destination. Any additional charges for customs clearance must be
borne by you; we have no control over these charges and cannot
predict what they may be. Customs policies vary widely from country
to country, so you should contact your local customs office for
further information. Additionally, please note that when ordering
from Sage (UK) Limited, you are considered the importer of record
and must comply with all laws and regulations of the country in
which you are receiving the goods.
11. General
11.1. We may perform any of our obligations or exercise
any of our rights ourselves or through any third party
provider.
11.2. Any notice which is given under these Conditions
shall be either by Electronic Communication or if by you, by
pre-paid recorded delivery, addressed to us at the address in these
Conditions and if by us by first class post addressed to you at the
delivery address on your Order. Legal proceedings must be served by
first class post or pre-paid recorded delivery only.
11.3. Any Electronic Communication, including your Order,
our acknowledgment of receipt of your Order and our Acceptance
shall be deemed to be received when the party to whom the
Electronic Communication is addressed is able to access it.
11.4. If we choose to ignore a breach by you of these
Conditions on one occasion, we may still take issue with you if you
breach of the same or any other Condition after that.
11.5. If a court decides that any of these Conditions is
legally unacceptable or ineffective in whole or in part, that shall
not affect the other Conditions or part Conditions.
11.6. A person who is not a party to the Contract shall
have no right under the Contracts (Rights of Third Parties) Act
1999 to the benefit of any of these Conditions, unless we agree
otherwise in writing.
11.7. The laws of England shall govern the Contract, and
you agree to submit to the non-exclusive jurisdiction of the
English courts.