SAGE ONE TERMS AND CONDITIONS OF USE
(Last updated: July 2015)
1. What this agreement is about
1.2. If you are an accountant and have subscribed to the Sage Online Accounting Programme (“Sage Accountant”), this agreement describes how you and your own clients may use Sage One and this agreement applies in addition to the terms and conditions of the Sage Online Accounting Programme. If there is any difference between this agreement and the Sage Online Accounting Programme terms and conditions or (where appropriate) your Sage Accountants Club Membership Agreement, the terms of this agreement will take precedence in relation to your operation and use of Sage One.
1.3. In this agreement, where we say “Sage One” we mean all products comprising the payroll product family (“Payroll”) and all of the products comprising the Sage One accounting product family being Sage One Cashbook (“Cashbook”), Sage One Accounting (previously known as Sage One Accounts Extra) (“Accounting”), and Sage One Accounts which was available for new users to subscribe to before 16 July 2015 (“Accounts”).
2. Who this agreement is between
2.1. This agreement is between: you, the person or organisation authorised to use Sage One; and us, Sage (UK) Limited (company registration number 1045967, VAT number GB 555909605, registered office: North Park, Newcastle upon Tyne NE13 9AA, United Kingdom) if you subscribe to Sage One in the United Kingdom; or Sage Hibernia Limited trading as Sage Ireland (company registration number 300549, registered office: Unit 3096, Lake Drive, Citywest Business Park, Dublin 24) if you subscribe to Sage One in the Republic of Ireland.
2.2. By entering into this agreement, we both agree to be bound by and keep to it.
3. How you accept this agreement, and when this agreement starts
3.1. You accept every term and condition of this agreement, and this agreement starts from the earliest date you tick a box or click on a button (or something similar) when you are asked to confirm that you accept this agreement during sign up to the service, or when you use Sage One (or any part of it). If you accept this agreement and pay the relevant subscription fees (where applicable), we give you the right to use Sage One in the way described in this agreement. You must not use Sage One in any other way.
3.2. This agreement will continue until terminated in accordance with clause 17.
3.3. If you don’t accept this agreement, you should contact us or your Sage Accountant immediately (where you have set up your Sage One account through your Sage Accountant and your Sage Accountant administers it for you) and you should not use Sage One.
4. Setting up a Sage One account directly with Sage
4.1. We will give you your sign-in details and passwords to enable you to use Sage One (the “sign-in information”) once you have registered with us. If you wish to redeem a promotion or activation code you must enter this as part of the registration process. You will need to activate your account within 28 days of receiving the activation email which we will send to the email address you have registered with us. Failure to activate your account may lead to an inability to access any data which may have been entered into that account.
4.2. You may take advantage of a free trial of Sage One. We will confirm the duration of any applicable free trial period in a confirmatory email following registration.
4.3. If you are a new customer to Sage One and elect to buy Sage One immediately without a free trial by signing up the buy now offer and entering your direct debit details, you will receive such discount as we may from time to time determine off the recommended retail price for 6 calendar months (or such other period as we specify on our website or in our marketing literature) starting with the month in which we accept your valid direct debit details (“Buy Now Discount”). You will be charged for access to Sage One from the date you provide your direct debit details and your first invoice will be generated on the first day of the next calendar month but prorated depending on the date you signed up for Sage One. After expiry of your Buy Now Discount the monthly price for your Sage One service will revert automatically without notice to our current list price unless we advise otherwise. Any break in payment resulting in a deactivation and subsequent reactivation of your Sage One account will result in your monthly subscription being reactivated at our current list price. Once you have purchased your first Sage One service with the Buy Now Discount, any additional subscriptions by you of a Sage One service will be at our then-current price list for that Sage One service (plus VAT or equivalent sales tax) as specified on our website from time to time.
4.4. If you continue to use Sage One following your trial period or if you have elected to purchase Sage One without taking a free trial, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to us via the payment method specified during registration or via any different payment method which we may notify to you from time to time, until either you or we end this agreement in one of the ways set out in clause 17.
4.5. If you fail to pay any amount payable by you under this agreement, we may charge you interest on the amount overdue from the due date of payment up to and including the date of actual payment (as well as before and after judgment), at the rate of 4% per annum above the base rate for the time being of Lloyds Bank plc if you subscribe to Sage One in the United Kingdom or The Bank of Ireland if you subscribe to Sage One in the Republic of Ireland. Such interest shall accrue on a daily basis and be compounded quarterly and you will pay the interest to us immediately upon demand. If at any time we charge you an incorrect price, we reserve the right to rectify our invoice and claim payment from you for the correct amount which you agree to pay. If we have overcharged you, we will reimburse you for the amount by which you have been overcharged.
4.6. We may increase the subscription fee for Sage One at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment date after this notice period has ended.
4.7. By using the functionality within Sage One you can grant your Sage Accountant access to your Sage One account provided that your Sage Accountant has subscribed to the Sage Online Accounting Programme. If you choose to do this, we cannot accept any liability for the actions of your Sage Accountant including, without limitation, their access to your Sage One account or the data contained within it. Except where your Sage Accountant has set up your Sage One account (in which event, clause 5 shall apply), you can withdraw your Sage Accountant’s access to your Sage One account at any time.
5. Setting up a Sage One account through a Sage Accountant
5.1. If your Sage Accountant sets up your Sage One account for you it will automatically link your account to the Sage Accountant’s own Sage One account. If you pay your Sage Accountant and not us (until such time that we, and/or your Sage Accountant, notifies you to pay us directly) for your use of Sage One, your Sage Accountant will manage your Sage One account. As you cannot withdraw your Sage Accountant’s access to your Sage One account in these circumstances, you would need to request that your Sage Accountant withdraws their access to your Sage One account.
5.2. We cannot accept any liability which arises out of or in connection with any act, omission or other failure of your Sage Accountant including, without limitation, its access to your Sage One account.
6. Setting up a Sage One account through a Sage One Reseller
6.1. We promote Sage One through a number of resellers who may introduce you to or provide you with access to Sage One. Where a Sage One reseller provides you with a registration code, you should enter this code as part of the registration process when you sign up with us directly in accordance with clause 4.
6.2. Where you purchase Sage One through a Sage One reseller, the terms and conditions relating to the purchase of Sage One will be determined by the Sage One reseller. This agreement applies to your use of Sage One.
6.3. Resellers are not our agents and cannot bind us in any way. You should not rely on any representations, warranties, guarantees or other statements made by any third parties including our resellers regarding our products and services.
7. Sign up via Social Log in
7.1 If you sign up to Sage One via a “social log in” (either using the web app or Mobile App) we will rely upon the relevant social log in’s authentication process and you will be able to access your Sage One Account via your log in to the relevant social website or app. You will not be required to create a separate id or password to access your Sage One account and you will only be able to gain access to your Sage One account when you are logged on to the relevant social website or app.
7.2 Sage will use the personal data it obtains from the relevant social log in app or website to manage you Sage One account and shall not be responsible for loss of any data from your Sage One account or unauthorised access to your Sage One account which arises as a result of failures in the security of the relevant social log in app or website.
7.3 Once you have set up your Sage One account via a social log in, you will be able to change your details by following the instructions available within Sage One.
8. Setting up and using Sage One via a Mobile App
8.1. In these terms where we refer to a “Mobile App” we mean a Sage One application that we have developed for use on mobile phones which will allow you to set up a Sage One Account in accordance with these terms and the specific terms governing the use of the Mobile App, which will be available at the time you download the Mobile App (“Application Licence Terms”).
8.2. The Mobile App is free and unless we notify you otherwise, you will not be charged for your use of the Mobile App. Should a charge become payable we will notify you in reasonable time to allow you to determine if you would like to continue to use the Mobile App.
8.3. If you sign up to the Mobile App directly, clause 4.1 outlines how you will receive your log in details to set up a Sage One Account via the Mobile App.
8.4. If you sign up to the Mobile App via social sign on, clause 7 above will apply.
8.5. If you only use Sage One via the Mobile App you will not be entitled technical support as outlined at clause 14 of these terms.
9. Your rights to use Sage One and your obligations
9.1. You must only use Sage One for your internal business purposes and only to input your own information into Sage One, unless you are a Sage Accountant. Sage Accountants may link to their clients’ Sage One services for the purposes of inputting, transferring and analysing data on behalf of such clients (where the client permits this) and for making the Sage One service available to them. You may also link with your Sage Accountant and share access with them to documents online in a secure environment (this functionality is known as “Collaborate”).
9.2. All rights of ownership of the information you or a Sage Accountant inputs into Sage One remain yours but your access to this information is dependent upon you complying with these terms and conditions and your applicable subscription fee being paid in full. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into Sage One (or generated by it) as we cannot guarantee that your information will not be lost or damaged and you should be aware that in the event of your Sage Accountant ceasing to administer your Sage One account, any documents stored using Collaborate will be destroyed.
9.3. You cannot transfer your Sage One subscription (or your use of Sage One for demonstration and evaluation purposes or any free trial, promotion or activation code), or your Sage One Account created via a Mobile App to any other person or organisation. For example, you cannot sell it if you no longer want to use Sage One, or if you become insolvent an insolvency practitioner may not pass on your Sage One subscription (including your sign-in information) as part of your business’s assets. Further information on this is set out in clause 18.5.
9.4. You must comply with all applicable laws and legislation in respect of your use of Sage One and for any filing, sharing or use of the Collaborate functionality, you must ensure that the content of any files does not and will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities.
9.5. You acknowledge that we are not your accountant and Sage One should not be used as a substitute for professional accountancy advice.
9.6. Some features of Sage One rely on integration with other Sage products and services (such as Sage Pay) or provide access to technology, information or services not provided by us (such as the HM Revenue & Customs website even though it may look like Sage operates these technologies or services). You may purchase or subscribe to third party complimentary products, software or services (including from the Add-On section of the Sage One website) that integrate or work with Sage One or any other Sage products and services or technology, information or services not provided by us (“Additional Services”). It is your responsibility to decide whether or not to use Additional Services and if you choose to do so you must agree to the separate applicable terms and conditions presented to you by Sage or the third party for those Additional Services. If there is a conflict between any of the terms of this agreement and the Additional Services terms, the Additional Services terms will apply in relation to your use of the Additional Service in question. Except where clause 16.4 applies, we are not responsible for any issue with any third-party technology, information and/or services and will not be liable for those issues. We may withdraw access to such third party technology, information or services via Sage One at any time and without notifying you.
9.7. You acknowledge that, where relevant, the third party provider of the Additional Services may collect from you the subscription fees due for Sage One. In such circumstances you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to the third party provider via the payment method and subject to the payment terms specified during registration or which may otherwise be notified to you from time to time, in default of which the payment terms set out in this agreement shall apply.
9.8. You agree that if you receive Sage One at a special or discounted price you will only be able to receive Sage One at that special or discounted price if your subscription fees for Sage One are paid continuously. Any delay or other failure in payment which results in a suspension, termination or other deactivation of your account may result in your monthly subscription fee being reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our website for details of our pricing.
10. Special Terms for Accounting
If you subscribe to Accounting (including any applicable free trial period), the following terms and conditions shall apply to you.
10.1 Setting up Accounting
10.1.1 When you register with us to use Accounting, the first business you register will be known as the “Lead Business”. During this registration process, you will be registered with us as the “Subscriber User” for that Lead Business.
10.1.2 Accounting allows you to add via your Sage One account additional businesses owned and controlled by you to Sage One so that those additional businesses may use Accounting, subject to your payment of the applicable subscription fee (“Additional Business”). If you wish to add more Additional Businesses than is permitted by your Sage One account, you will need to contact us at firstname.lastname@example.org or 0845 111 6611 if you are calling from the United Kingdom, or 1890 812811 if you are calling from the Republic of Ireland. We will confirm the number of Additional Businesses you may add to your Sage One account and the applicable monthly subscription fee immediately payable for each Additional Business (such Additional Businesses do not qualify for a free trial).
10.1.3 The subscription fee payable for Accounting for the Lead Business and for each Additional Business you add to your Sage One account is payable to us monthly in advance. You agree to set up a monthly direct debit for the Lead Business and for each Additional Business using Accounting so that we will receive a separate payment from you in respect of the Lead Business and each Additional Business for their use of Accounting.
10.1.4 If your Sage Accountant sets up and manages your Sage One account pursuant to clause 5.1 above, your Sage Accountant will not be able to add Additional Businesses to your Sage One account to use Accounting. If you wish to add an Additional Business in these circumstances, please contact us as set out in clause 10.1.2 above.
10.2 Using Accounting
10.2.1 For each Additional Business you will need to allocate a person who will be the system manager for that Additional Business (“System Manager”). The System Manager is responsible for allocating and managing the number of users for the Additional Business and may be the same person as the Subscriber User but need not be.
10.2.2 The number of users for a Lead Business and/or an Additional Business is subject to our discretion and we may reduce the number of users for a Lead Business and/or an Additional Business upon notice to you at any time.
10.2.3 You will at all times (and will procure that the System Manager and each user of Accounting will) properly and fully comply with the terms and conditions of this agreement. Any act, omission or other failure on the part of the System Manager and/or any user of Accounting will be deemed to be an act, omission or failure by you.
10.2.4 We may change how we provide support for Accounting (and if any applicable charges may become payable) by posting a notification on Sage One or emailing you with details of the changes. We will aim to give you as much advance notice as possible of these changes.
10.3 Upgrading to Accounting
If you are interested in upgrading from Cashbook or Accounts to Accounting please contact us at email@example.com or 0845 111 6611 if you are calling from the United Kingdom or 1890 812811 if you are calling from the Republic of Ireland. You will not be able to upgrade within Sage One.
11 Bank Feeds
You can import bank feeds into Sage One directly from your existing banking services. Sage uses a service provided by Yodlee Inc. a bank feed aggregator, to facilitate this service. Before you create a bank feed you must check that your use of this service does not breach the terms and conditions of your bank or account provider. You will need to provide your internet banking credentials to Yodlee Inc to take advantage of this service and agree the additional terms and conditions set out in the appendix to this agreement. In the case of conflict between this agreement and the appendix the appendix takes precedent in relation to the bank feeds service only.
12 Restrictions on your use of Sage One
12.1 The following list gives examples of things you must not do with Sage One:
12.1.1 you must not introduce any viruses or harmful technology to Sage One;
12.1.2 you must not try to gain unauthorised access to Sage One or any underlying technology;
12.1.3 you must not try to affect the availability of Sage One to our users (sometimes called ‘a denial-of-service attack’);
12.1.4 unless you are a Sage Accountant or except as expressly permitted in this agreement, you must not give anyone else any right (of any kind) to use or benefit from Sage One in any way or provide Sage One to others. For example, you cannot use Sage One with someone else’s information to provide a service to them;
12.1.5 you may not use Sage One to help you develop your own software. For example, you must not use or copy all or any part of Sage One’s ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is allowed by law.
12.2 It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Sage One. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of Sage One or which causes us or threatens to cause us to incur any legal, tax or regulatory liability. We will also not tolerate any conduct by you with is (or we reasonably deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behaviour (“Unacceptable Conduct”). If we consider you have participated in any Unacceptable Conduct, we may end this agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.
13 Our promises relating to Sage One
13.1 Whilst we aim to provide uninterrupted use of Sage One, unfortunately we can’t guarantee this, for example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in this agreement, and we will be excused from that failure for so long as those circumstances continue.
13.2 We do not promise:
13.2.1 that Sage One will be compatible with your web browser or computer set-up;
13.2.2 that Sage One will meet your own needs;
13.2.3 that you will be able to use Sage One in any particular way;
13.2.4 that you will get particular outputs from Sage One;
13.2.5 the standard of the results you get from using Sage One; or
13.2.6 that, where you use our technical support services, we will be able to fix your problem or remedy your issue. The fact that you have told our representative about how you intend to use Sage One will not affect this clause as Sage One has been developed for many different types of users, and you are responsible for setting up and accessing Sage One so that you can use it in the way you need, and as best suits your circumstances.
13.3 You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.
13.4 We will take reasonable steps to make sure that Sage One is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.
13.5 You are responsible for controlling who can access your Sage One account. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals.
13.6 From time to time we may temporarily suspend access to Sage One, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with Sage One which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonably assistance in helping us remedy that issue.
13.7 We promise that we will use our reasonable skill and care to provide any service to you under this agreement.
13.8 This agreement describes all of our promises relating to Sage One. 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 Sage One would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.
14 Your Information, Customer Data and Personal Data
Information you provide to us (this information excludes any data inputted by you or on your behalf into Sage One which we refer to in this agreement as “Customer Data”)
14.1.1. provide, manage and administer your use of Sage One;
14.1.2. fulfil our contractual obligations under this agreement;
14.1.3. liaise with regulators, banks, law enforcement agencies (including the police);
14.1.4. contact you to see if you would like to take part in our customer research;
14.1.5. contact you about other products and services which we think you will be interested in;
14.1.6. analyse your use of Sage One to deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of Sage One; and
14.2. We may disclose information you provide to us (but not Customer Data) to other companies in the Sage group of companies, our contractors, and other organisations including, without limitation, we may disclose information to:
14.2.1. The Sage Group plc (which is our ultimate parent company);
14.2.2. organisations which we use to help us send communications;
14.2.3 organisations we use to help us provide the software or services (such as hosting providers, where relevant);
14.2.4. law enforcement agencies;
14.2.5. third parties (if any) used by us to perform our obligations to you under this agreement; and
14.2.6. any other person in order to meet any legal obligations on us, including statutory or regulatory reporting.
14.3. If you provide us with information which contains personal data we will process and you agree and authorise us to process that data in accordance with the Data Protection Act 1998 if you subscribe for Sage One in the United Kingdom or the Data Protection Acts 1988 and 2003 if you subscribe for Sage One in the Republic of Ireland (“Data Protection Laws”). Where we use the terms “personal data”, “data processor” and “data controller” in this agreement we mean as those terms are defined in the Data Protection Laws.
14.4. If at any time you do not want us to use your personal data in the manner described at clause 14.1.4 (customer research), clause 14.1.5 (information about other products or services) and/or you do not wish to receive targeted advertising or marketing, please email us at firstname.lastname@example.org.
14.5. You own your Customer Data and you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
14.6 To the extent personal data is included in any Customer Data we will process that data on your behalf as a data processor. We will only process such personal data in accordance with your instructions (and you hereby instruct us to take such steps in the processing of personal data on your behalf as are necessary for the provision of Sage One under this agreement and the performance of our obligations under this agreement).
14.7. We will use any Customer Data that you transfer to us or is inputted in Sage One pursuant to this agreement to:
14.7.1. provide, manage and administer your use of Sage One;
14.7.2. fulfil our contractual obligations under this agreement; and
14.7.3 undertake internal testing of our system to test, fix and improve the security, performance and provision of Sage One under this agreement. We would anonymise all data (including Customer Data) used for these purposes.
14.8 You warrant and represent that:
14.8.1. you will comply with the Data Protection Laws;
14.8.2. you are authorised pursuant to the Data Protection Laws to disclose any personal data which you disclose or otherwise provide to us regarding persons other than yourself;
14.8.3. you will where required under the Data Protection Laws obtain all necessary consents in order for (i) you to disclose the personal data to us; (ii) us to process the personal data for the purposes of providing Sage One; (iii) us to disclose the personal data to those parties set out in clause 14.11 below including where the recipients of the personal data are outside the European Economic Area.
14.9. We warrant and represent that during the term of this agreement we will:
14.9.1. comply with the Data Protection Laws applicable to us whilst such personal data are in our control;
14.9.2. (having regard to the state of technological development and the cost of implementing any measures), take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; and
14.9.3. take reasonable steps to ensure the reliability of our employees who have access to any personal data.
14.10. You acknowledge and agree that for the purposes of providing Sage One under this agreement personal data may be transferred outside the European Economic Area.
14.11. We may, subject to clause 14.7, provide Customer Data that you transfer to us pursuant to this agreement to:
14.11.1. our agents, service providers and other companies within the Sage group of companies;
14.11.2. law enforcement agencies;
14.11.3 any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and
14.11.4. any other person who has a legal right to require disclosure of the information.
15 Technical support and how we may access your Sage One account
15.1 During the period of your subscription, we aim to give you 24-hour technical support 7 days a week (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using Sage One.
We may provide this by telephone, email, web-chat, remote assistance (where we will access your account and data online) or self-help online support as described in the Help Section of Sage One. You grant us the right to access your systems to provide such support (and, in the case of Accounting, you shall ensure that we will have access to your systems for the Lead Business and each Additional Business using Accounting so that we may provide you with support). If we do not have this access we may not be able to provide you with support.
15.2 We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with Sage One.
16 Intellectual Property Rights
16.1 Although you have rights to use Sage One as described in this agreement, you do not own any of the intellectual property rights in Sage One or any of its related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in Sage One and any related logos, including any software we provide to replace all or part of Sage One. The only rights you have to Sage One are as set out in this agreement.
16.2 You undertake not to use Sage’s name or brand in any promotion or marketing or other announcement.
17 Our liability and responsibility to you if something goes wrong
17.1 This clause sets out our entire liability to you (including any Lead Business and/or Additional Business) which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.
17.2 Subject to clauses 17.4 and 17.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant Sage One product during the 12 month period immediately preceding the date on which the claim arose (such relevant Sage One product being the product forming the subject matter of the claim).
17.3 Subject to clauses 17.4 and 17.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):
17.3.1 loss of profit, business or revenue and/or depletion of goodwill or similar losses;
17.3.2 loss of use or loss of or damage to data/information inputted by you into Sage One;
17.3.3 any interruption to your business or damage to information, however that interruption or damage is caused;
17.3.4 losses you suffer as a result of using Sage One other than as described in the relevant documents or instructions; and/or
17.3.5 any loss or damage which we could not have reasonably known about at the time you entered into this agreement including, without limitation any special, indirect or consequential loss or damage.
17.4 Nothing in this agreement will exclude or limit our liability for:
17.4.2 death of or personal injury to any person as a result of our negligence; or
17.4.3 any other matter which cannot be excluded or limited under applicable law.
17.5 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from this agreement.
17.6 Your and our responsibilities under this agreement are reasonable because they reflect that:
17.6.1 we cannot control how, and for what purposes, you use Sage One;
17.6.2 we have not developed Sage One specifically for you; and
17.6.3 although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Sage One is problem or error free.
18 How this agreement may be brought to an end and what happens on termination
18.1 We may end this agreement:
18.1.1 immediately if we or your Sage Accountant (if appropriate) do not receive your subscription fee or any other fees due to us under this agreement by the relevant due date; or
18.1.2 at any time on giving you at least 30 days’ notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.
18.2 You may end this agreement at any time by sending us an email to email@example.com or by notifying your Sage Accountant (where your Sage Accountant has set up your Sage One account). In the case of Accounting, the Subscriber User must send this email. If you end this agreement, we will confirm the date that this agreement will end. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period, and you must immediately pay all amounts you owe to us (or your Sage Accountant (as the case may be)) by the date this agreement ends. If you continue to use Sage One after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.
18.3 If you choose not to pay the subscription fee to continue to use Sage One at the end of any trial period your access to Sage One will immediately end.
18.4 If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written 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 made the discovery may end this agreement upon giving the other notice in writing.
18.5 This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you or your Sage Accountant become bankrupt (or something similar happens) or your business or that of your Sage Accountant is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this agreement and any monies due from you will become immediately due and payable.
18.6 No matter how this agreement ends, the information you store in Sage One remains your information (even if inputted by your Sage Accountant) and you can access it in a format provided by Sage One before the end of this agreement. If you (or your Sage Accountant) wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access.
18.7 In addition to our rights to end this agreement, we may also suspend your use of Sage One at any time if we (or your Sage Accountant if applicable) do not receive payment in full when due or if we suspect that you or your Sage Accountant has breached any part of this agreement. If you are an Accounting customer, we may suspend your use of Accounting for the Lead Business and each Additional Business regardless of which business is in breach of this agreement and/or has defaulted in payment.
18.8 Any suspension of your Sage One account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of Sage One under this clause, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee. In accordance with clause 1.1 above, if you received Sage One at a special or discounted price your monthly subscription fee may be reactivated at our then-current list price which will be higher than the special or discounted price you previously paid. Please visit our Website for details of our pricing.
19 What else do you need to know?
19.1 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 parties. 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.
19.2 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.
19.3 This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of Sage One, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
19.4 As specified in clause 4.5, this agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this agreement at any time without your consent.
19.5 A person who is not a party to this agreement has no right to enforce any term of it.
19.6 Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.
20 Which laws govern this agreement?
if you subscribe to Sage One in the United Kingdom, this agreement is governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims about this agreement.
If you subscribe to Sage One in the Republic of Ireland this agreement is governed by the laws of Ireland and you and we both agree that the courts of Ireland will be the only courts that can decide on legal disputes or claims about this agreement.
Appendix – Bank Feeds Terms and Conditions
Your use of automated bank account feeds enabled by the Yodlee, Inc. (“Yodlee”) data gather service (“Bank Feeds Service”) is subject to the following terms and conditions. You are advised to ensure that you check your Bank’s internet banking terms and conditions to ensure you can use Bank Feeds with your specific online account. These terms should be read in conjunction with your Bank’s internet banking terms and conditions:
1. Provide Accurate Information. You, agree to provide true, accurate, current and complete information about yourself and your accounts maintained at other web sites and you agree to not misrepresent your identity or your account information. You agree to keep your account information up to date and accurate.
2. Proprietary Rights. You are permitted to use content delivered to you through the Bank Feeds Service only on Sage One. You may not copy, reproduce, distribute, or create derivative works from this content. Further, you agree not to reverse engineer or reverse compile any of the Bank Feeds Service technology, including but not limited to, any Java applets associated with the Bank Feeds Service.
3. Content You Provide. You are licencing to us and Yodlee, any information, data, passwords, materials or other content (collectively, ”Content”) you provide through or to the Bank Feeds Service. Sage and Yodlee may use, modify, display, distribute and create new material using such Content to provide the Bank Feeds Service to you. By submitting Content, you automatically agree, or promise that the owner of such Content has expressly agreed that, without any particular time limit, and without the payment of any fees, Sage and Yodlee may use the Content for the purposes set out above.
4. Third Party Accounts. By using the Bank Feeds Service, you authorize Sage and Yodlee to access third party sites designated by you, on your behalf, to retrieve information requested by you, and to register for accounts requested by you. For all purposes hereof, you hereby grant Sage and Yodlee a limited power of attorney, and you hereby appoint Sage and Yodlee as your true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for you and in your name, place and stead, in any and all capacities, to access third party internet sites, servers or documents, retrieve information, and use your information, all as described above, with the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with such activities, as fully to all intents and purposes as you might or could do in person. YOU ACKNOWLEDGE AND AGREE THAT WHEN SAGE OR YODLEE ACCESSES AND RETRIEVES INFORMATION FROM THIRD PARTY SITES, SAGE AND YODLEE ARE ACTING AS YOUR AGENT, AND NOT THE AGENT OR ON BEHALF OF THE THIRD PARTY. You agree that third party account providers shall be entitled to rely on the foregoing authorization, agency and power of attorney granted by you. You understand and agree that the Bank Feeds Service is not endorsed or sponsored by any third party account providers accessible through the Bank Feeds Service.
5. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
YOUR USE OF THE BANK FEEDS SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE BANK FEEDS SERVICE IS AT YOUR SOLE RISK. THE BANK FEEDS SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SAGE AND YODLEE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE BANK FEEDS SERVICE AND ALL INFORMATION, PRODUCTS AND OTHER CONTENT (INCLUDING THAT OF THIRD PARTIES) INCLUDED IN OR ACCESSIBLE FROM THE BANK FEEDS SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
6. SAGE AND YODLEE MAKE NO WARRANTY THAT (i) THE BANK FEEDS SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE BANK FEEDS SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE BANK FEEDS SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, BANK FEEDS SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE BANK FEEDS SERVICE WILL MEET YOUR EXPECTATIONS, OR (V) ANY ERRORS IN THE TECHNOLOGY WILL BE CORRECTED.
7. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE BANK FEEDS SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SAGE OR YODLEE THROUGH OR FROM THE BANK FEEDS SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
8. LIMITATION OF LIABILITY. YOU AGREE THAT NEITHER SAGE OR YODLEE NOR ANY OF THEIR AFFILIATES, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY HARMS, WHICH LAWYERS AND COURTS OFTEN CALL DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF SAGE OR YODLEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE BANK FEEDS SERVICE; (ii) THE COST OF GETTING SUBSTITUTE GOODS AND BANK FEEDS SERVICES, (iii) ANY PRODUCTS, DATA, INFORMATION OR BANK FEEDS SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH OR FROM THE BANK FEEDS SERVICE; (iv) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (v) STATEMENTS OR CONDUCT OF ANYONE ON THE BANK FEEDS SERVICE; (vi) THE USE, INABILITY TO USE, UNAUTHORIZED USE, PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY ACCOUNT PROVIDER SITE, EVEN IF THE PROVIDER HAS BEEN ADVISED PREVIOUSLY OF THE POSSIBILITY OF SUCH DAMAGES; OR (vii) ANY OTHER MATIER RELATING TO THE BANK FEEDS SERVICE.
9. Indemnification. You agree to protect and fully compensate Sage and Yodlee and their affiliates from any and all third party claims, liability, damages, expenses and costs (including, but not limited to, reasonable attorney’s fees) caused by or arising from your use of the Bank Feeds Service, your violation of these terms or your infringement, or Infringement by any other user of your account, of any intellectual property or other right of anyone.
10. You agree that Yodlee is a third party beneficiary of the above provisions, with all rights to enforce such provisions as if Yodlee were a party to this Agreement.