Sage One Club Terms of Use (Last updated: March 2016)

1. What these terms are about

1.1. These terms describe how you may use the Sage One Club. The “Sage One Club” (also referred to in these terms as the “Club”) means the online club for subscribers to certain Sage One products and services which is made available by Sage UK on its and Sage Ireland’s behalf (both as defined below) at the following URLs: www.sageone.com (for Sage UK) and www.sageone.ie (for Sage Ireland) or such other URLs as we may in our sole discretion determine (the “Sage One Website”). Please read these terms carefully because they form the legal agreement between us in relation to your access and use of the Sage One Club.

1.2. These terms are between you and us: Sage UK Limited (company registration number 1045967, VAT number GB 555909605, registered office: North Park, Newcastle upon Tyne NE13 9AA, United Kingdom) (“Sage UK”), if you access and/or subscribe to the Sage One Club in the UK, or Sage Hibernia Limited trading as Sage Ireland (company registration number 300549, registered office: Number One, Central Park, Dublin 18) (“Sage Ireland”), if you access and/or subscribe to the Sage One Cub in the Republic of Ireland (“we”, “us” or “our”). Where these terms refer to “Sage”, this means both Sage UK and Sage Ireland.

1.3. Use of the Sage One Club is subject to the terms and conditions contained in this document as well as the sage.co.uk terms of use which are incorporated into and form part of these terms, together with any other documents referenced below, including the Privacy Policy, the Sage Business Community Terms and the Moderation Policy (together, the “terms”). Any use by you of Sage One products and services shall be governed by the Sage One Terms and Conditions of Use (“Terms of Use”). All of the documents referred to in this clause 1.3 are available by clicking on the links above or by visiting the Sage One Website.

1.4. In the event of a conflict between the terms and conditions contained in this document and the sage.co.uk terms of use, the Privacy Policy, the Sage Business Community Terms, the Moderation Policy and the Terms of Use, the terms and conditions in this document will take precedence to the extent of the conflict only.

1.5. By accessing the Sage One Club, you agree to the terms. If you do not accept them, please do not access the Sage One Club. We reserve the right to change the terms from time to time without notice so please check you have viewed the most recent version of the terms each time you visit the Sage One Club (the date at the top will help you identify when they have been changed). By accessing the Sage One Club after changes are made to the terms, you agree to the revised terms.

2. Joining the Sage One Club

2.1. You will be eligible to join the Sage One Club if you satisfy the following requirements:

2.1.1. you are an existing customer of Sage One such that you are paying us a subscription fee to use Sage One Accounts (being Sage One Start, Sage One Cashbook for users subscribing before 1 March 2016, Sage One Accounting (previously known as Sage One Accounts Extra) or Sage One Accounts for users subscribing before 16 April 2015) (“Sage One Accounts”); and

2.1.2. you intend to purchase a second subscription from us to use our Sage One payroll product and service, as more particularly described in clause 2.3 below (“Member”). “Membership” shall be construed accordingly.

2.2. You are not eligible to join the Sage One Club if:

2.2.1. you are using Sage One Accounts:

2.2.1.1. under or as part of a free trial, evaluation licence, promotion or other activation code. In these circumstances, you would need to upgrade your use of Sage One to comply with the requirements set out above in clauses

2.1.1 and 2.1.2;

2.2.1.2. as an indirect customer, for example, you use Sage One Accounts via your accountant or via one of our other resellers or you use it via the “My Business Works” platform; and/or

2.2.2. you are (or at any time have been) using a Sage One payroll product and service.

2.3. If you are an existing customer of Sage One Accounts and you intend to purchase a second subscription to use a Sage One payroll product and service, you will be entitled to receive Sage One Payroll 15 (“Payroll 15 Club”) as part of the Sage One Club; provided that you comply in full with these terms and conditions.

2.4. You must pay us the membership fee for the Club in full each month in accordance with the fees specified on the Sage One Website from time to time (“Membership Fee”). The Membership Fee is payable monthly in advance and is payable in accordance with such payment method as we may notify to you in writing from time to time.

2.5. We reserve the right to increase the Membership Fee by giving you thirty (30) days’ notice in writing, with such increase to take effect in the month following the month in which we gave you notice of the increase. If you do not accept the increase in the Membership Fee you may terminate your Membership to the Sage One Club in accordance with clause 9 below.

2.6. Upon joining the Sage One Club, you will be able to access the Club using your Sage One log-in details and in accordance with such instructions as we may provide you from time to time. You may be asked to create log-in details for other Sage products and services and/or with a third party via their website in order to enjoy certain benefits provided to you as part of your Membership of the Sage One Club. You acknowledge and agree that it may take up to two (2) working days for you to start receiving the foregoing benefits and that we have no control over (and are not liable for) the content of any third party websites. Any use by you of a third party website and/or any third party benefits will be subject to the terms and conditions of the applicable third party and shall be at your own risk.

2.7. Please keep all of your log-in details private and do not share them with anyone else or allow anyone else to use your details to access the Sage One Club. You are responsible for all activity that occurs under your log-in details. We take security seriously so please tell us immediately of any security breach (for example, if you think someone has accessed your account or could do so).

2.8. Access to the Sage One Club is permitted according to such conditions as we may set from time to time in relation to the extent of access, the benefits and content available Members. Please note that we may make such changes to the Sage One Club (and any benefits offered to Members) as we may deem appropriate pursuant to clause 3.4 below.

3. Membership benefits

3.1. Upon the payment of your Membership Fee, you will be entitled to receive the membership benefits listed for the Sage One Club on the Sage One Website from time to time.

3.2. Subject to clause 3.4, the payment of your Membership Fee will entitle you to use Payroll 15 Club. You will be prompted to select Payroll 15 Club as part of your membership benefits at the time you join the Sage One Club. You agree that any use by you of Payroll 15 Club will be in accordance with the Terms of Use.

3.3. Your entitlement to receive the membership benefits specified in this clause 3 is subject at all times to you paying your Membership Fee in full each month. If you do not pay your Membership Fee on time or in full by the due date for payment, we shall be entitled to terminate your Membership to the Sage One Club, in which event the provisions of clause 9 shall apply.

3.4. We reserve the right at any time and without notice to modify, suspend or terminate the Sage One Club or any part of it (including adding, deleting or varying any membership benefits, entitlements, levels of access and/or content) as we may in our absolute discretion determine.

4. Access to the Sage One Club

4.1. You are solely responsible for:

4.1.1. procuring and maintaining your network connections; and

4.1.2. all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connection.

4.2. We will try to make sure that the Sage One Club is free from viruses. However, as is common to all web based services, we cannot guarantee this and we recommend that you use your own virus-protection software. We will not be responsible for any loss or damage caused by any viruses or other technologically harmful material that may infect your computer equipment, computer programs and/or data connected to or associated with your use of the Sage One Club.

4.3. You must not:

4.3.1. introduce any viruses or other technologically harmful material to the Sage One Club;

4.3.2. try to gain unauthorised access to the Sage One Club or any underlying technology;

4.3.3. try to affect the availability of the Sage One Club to our users (sometimes called ‘a denial-of-service attack’).

4.4. We cannot guarantee that the Sage One Club will be compatible with your browser or computer set-up, or that your access to the Sage One Club will not be interrupted.

4.5. From time to time we may temporarily stop providing access to the Sage One Club, for maintenance, repairs or other reasons. We will try to make sure this happens outside normal business hours where we can.

5. Content on the Sage One Club

5.1. The Sage One Club provides a wide range of content including, without limitation, e-learning, training materials, webinars and third party content (which we do not control), articles and other editorial content. This content is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from taking, any action on the basis of the content on the Sage One Club.

5.2. Although we make reasonable efforts to update the information on the Sage One Club, we make no representations, warranties or guarantees, whether express or implied, that the content on the Sage One Club is accurate, complete or up to date.

6. Your information and cookies

6.1. You agree to give us, when asked, the information we need in order to complete your registration to become a Member of the Sage One Club and to manage your Membership. You promise that all of the information you provide to us is at all times complete, accurate and up to date in all respects.

6.2. Any personal data you provide to us through the Sage One Club is subject to the terms of the Privacy Policy. Please note that if you are a resident of the Republic of Ireland, Sage UK will also have access to your personal data (to the extent that it provides the Sage One Club on Sage Ireland’s behalf). Both Sage UK and Sage Ireland will only use your personal data in accordance with the Privacy Policy.

6.3. The Sage One Club also uses cookies and similar technologies. Further information about these technologies, how we use them to store and access information about you and how you can manage them can be found in the Privacy Policy.

6.4. The Sage One Club may contain advertising of Sage products or services or those of carefully selected third parties in the form of banners, pop-ups and other advertising. We always try to ensure this advertising is relevant and not overly intrusive; however, this advertising is a feature of using the Sage One Club which you accept if you use the Sage One Club. As well as on-site advertising, we may use the Sage One Club to send direct marketing to you. For more information about marketing and how you can set your preferences, please see the Privacy Policy.

6.5. The Sage One Website may, from time to time, contain links to and from the websites of our third party providers, partner networks or affiliates. If you follow a link to any of these websites, please note that these websites have their own terms and conditions and privacy policies and that we do not accept any responsibility or liability for these terms and conditions or policies. Please check these terms and conditions and policies before you use these websites and/or submit any personal information to them.

7. Intellectual Property Rights

7.1. The design and content of the Sage One Club is protected by copyright and is owned by Sage (and/or its licensors) and all legal rights are reserved. You agree not to copy, adapt, alter or create any derivative work from any content or material within the Sage One Club.

7.2. You may not use any of Sage’s trade marks or any third party trade marks that are used within the Sage One Club, other than as permitted by us (or the relevant owner) in writing or by law. In particular, you may not use the marks as meta-tags nor may you sponsor them in search engines. All goodwill in your legitimate use of the marks accrues to the relevant owner of that mark. Please notify us immediately if you become aware of any infringement of the marks.

7.3. All other intellectual property rights in the Sage One Club are Sage’s property (or they belong to our licensors).

8. The Sage Business Community rules

8.1. As part of your membership benefits to the Sage One Club, you will also have access to the Sage Business Community.

8.2. Any use by you of the Sage Business Community must be in compliance with the Sage Business Community Terms, the sage.co.uk terms of use and the Moderation Policy. These documents explain how we manage the Sage Business Community, what constitutes inappropriate content and what steps we may take if you or another user breaches this policy or these terms. Please read these documents carefully.

9. Managing your Membership

9.1. If you need any support with the Sage One Club or wish to terminate your Membership (which you can do at any time) you can request termination by contacting us at support@sageone.com. Your Sage customer administrator is also able to terminate your Membership at any time. Please note that any separate agreement with Sage is unaffected by these terms; this means, for example, that any existing Sage service contract, subscription or software licence agreement would remain in place and will not be affected by any termination under these terms.

9.2. If you wish to terminate your Membership and leave the Sage One Club, we will confirm the date that your Membership will end. You agree to immediately cease accessing or using the Sage One Club at the end of your Membership or relationship with Sage (whichever is the earlier).

9.3. Any benefits you receive as part of your Membership, including any benefits provided by a third party will automatically terminate without notice upon the date that your Membership of the Sage One Club ends. Your entitlement to receive the Payroll 15 Club as part of these benefits will also end upon the date that your Membership to the Sage One Club terminates. If you continue to use Payroll 15 Club after your Membership of the Sage One Club comes to an end, we will be entitled to charge you (and you agree to pay) for such use at our then current applicable fees for Payroll 15 Club (or its equivalent (non-Club) Sage One payroll product and service).

9.4. If at any time you terminate your subscription to use Sage One Accounts (such termination to be effected in accordance with the Terms of Use), this will automatically and without notice bring your Membership of the Sage One Club to an end. In these circumstances, the provisions of clause 9.3 will apply.

9.5. Please note that regardless of how your Membership to the Sage One Club comes to an end, we will not give you a refund for any amounts that you have paid in advance for your Membership Fee, and you must pay all amounts you owe to us by the date that your Membership will end. If you continue to use the Sage One Club after your Membership ends, we will be entitled to charge you (and you agree to pay) for such use at our then current applicable fees.

10. Indemnity
You agree to indemnify, defend and hold harmless us, our directors, officers, employees and licensors from and against any claim, liability, cost, damage or loss we may suffer or incur (including reasonable legal fees) as a result of or in connection with your membership of the Sage One Club and/or any use by you of the benefits or other entitlements of the Club (or any of them), any material you post or transmit via the Sage One Club, any actions you take which disrupt access to and/or the functioning of the Sage One Club or any breach by you of these terms.

11. What happens if things don’t go as planned?

11.1. This clause 11 sets out our entire liability to you which arises out of or in connection with these terms whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.

11.2. Subject to clauses 11.3 and 11.4 our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with these terms will be limited to paying you an amount which is equal to the greater of: (i) £100; or (ii) the Membership Fee paid or payable by you to us in the twelve (12) month period immediately preceding the date on which the claim arose.

11.3. Subject to clause 11.4, 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):

11.3.1. loss of profit, business or revenue and/or depletion of goodwill or similar losses;

11.3.2. loss of use or loss of or damage to data/information inputted by you into the Sage Business Community;

11.3.3. any interruption to your business or damage to information, however that interruption or damage is caused;

11.3.4. losses you suffer as a result of using the Sage Business Community other than in accordance with these terms (including the Moderation Policy); and/or

11.3.5. any loss or damage which we could not have reasonably known about at the time you agreed to these terms including, without limitation any special, indirect or consequential loss or damage.

11.4. Nothing in these terms will exclude or limit our liability for:

11.4.1. fraud;

11.4.2. death of or personal injury to any person as a result of our negligence; or

11.4.3. any other matter which cannot be excluded or limited under applicable law.

11.5. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from these terms.

11.6. Your and our responsibilities under these terms are reasonable because they reflect that:

11.6.1. we cannot control how, and for what purposes, you use the Sage Business Community;

11.6.2. we have not developed the Sage Business Community specifically for you; and

11.7. although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that the Sage Business Community is problem or error free.

12. What else do you need to know?

12.1. If a court or similar body decides that any wording in these terms cannot be enforced, that decision will not affect the rest of these terms, 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.

12.2. We may transfer these terms to another organisation which is part of our group of companies or to another organisation we sell our business or all or part of our assets to.

12.3. Nothing in these terms gives anyone other than you and Sage any right or benefit under these terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

13. Which laws govern these terms?

13.1. If you are a resident of the UK, these terms (and any non-contractual claims or disputes) are 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 claims or disputes arising under or in connection with these terms.

13.2. If you are a resident of the Republic of Ireland, these terms (and any non-contractual claims or disputes) are 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 claims or disputes arising under or in connection with these terms.

Thank you for joining the Sage One Club.