Data Migration Agreement – Smarta Business Builder

To assist in the transfer of your data from your current Smarta Business Builder product to our Sage One Accounts service, you can take advantage of our free data migration services if you accept the following terms and conditions (the “Terms”).
Please read these Terms carefully before submitting your data for migration. By submitting your data or by allowing a Sage technician to remotely access your desktop and/or transfer your data to us, you indicate your acceptance of these Terms and agree that:

1. you are authorised to accept these Terms on behalf of the business entity which you represent;
2. these Terms govern the provision of our data migration service; and
3. you will at all times comply with all of these Terms.

THESE DATA MIGRATION SERVICES ARE PROVIDED TO YOU FREE OF CHARGE. YOUR ATTENTION IS SPECIFICALLY DRAWN TO CLAUSE 11 WHERE WE LIMIT OUR LIABILITY IN RELATION TO THE PROVISION OF THE DATA MIGRATION SERVICES.
If you do not accept these Terms we will be unable to provide the data migration services to transfer your data (or, if you are an accountant, your clients’ data) from the current Smarta Business Builder product to our Sage One Accounts service. Please note that the nature and amount of the data and the identity of your Smarta Business Builder product will be agreed between us before we will perform the data migration services.

TERMS

1. These Terms are a legally binding agreement between: (1) us: Sage (UK) Limited (CRN: 01045967) whose registered office is at North Park, Newcastle upon Tyne, NE13 9AA; and (2) you: the customer who wishes to take advantage of our free data migration services.

2. These Terms apply in addition to the Sage One Terms and Conditions of Use (the “Terms of Use”). These Terms take precedence in relation to the data migration services if there is a conflict between these Terms and the Terms of Use. However, any use of Sage One will, at all times, remain strictly subject to the Terms of Use.

3. To enable us to provide the data migration services you will allow us access to your computer during our support call with you (we may use third party software to do this). This will allow us to remotely view your systems and assist you in transferring the data currently held in your (or, if you are an accountant, your clients’) Smarta Business Builder product to us. However, before we do this, you must make sure that all of the data held in the Smarta Business Builder product is accurate, complete and up to date as we will be relying upon the accuracy and completeness of this data (the “Data Set”).

4. Please note that we will not be able to perform the data migration services if the following applies to the Data Set (or if we advise you of another reason why we are unable to perform the services):

(a) the Data Set is mid-way through a VAT period and the end of that period is later than 30 June 2014;
(b) the Data Set is subject to the “Flat Rate VAT Scheme”;
(c) transactions within the Data Set are processed in any currency other than in pounds sterling;
(d) the Data Set contains in excess of 200 opening balances.

Please also note that once the data migration services have been completed it will not be possible to reverse them. It will also not be possible to downgrade the Sage One Accounts product which has been selected for the migration once the data migration services have been performed.

5. Please ensure that you make a backup copy of the Data Set (or you procure for a back-up copy to be made) before you ask us to perform the data migration services as we will not (subject to clause 11 below) be responsible for any loss of and/or corruption to the Data Set and/or any other information which arises as a result of or in connection with our performance or non-performance of the data migration services.

6. In order to let us connect to your computer, at the start of our support call, you will need to accept a software file onto your computer. A small file will be downloaded onto your computer and this file will delete automatically after the session has been completed. You may be asked to accept additional terms and conditions relating to this software file from the third party who provides this service. We will use our reasonable endeavours to perform the data migration services within a period of 24 hours although we do not guarantee this and time for performance is not of the essence.

7. Whilst we have access to your systems, you will be able to see everything that we do and our view of your computer system will be the same as that displayed on your computer screen. You must remain at your computer at all times whilst we are connected to your computer. Before we commence the connection, you need to make sure that you close down all confidential information or programs which are running on your computer. At any point during the period that we are have access to your systems, you can ask us to stop the session and you can retake control of your computer and we will end the session.

8. Once we have transferred the Data Set held in the Smarta Business Builder product to our internal systems, we will input that Data Set into the Sage One Accounts product you have elected to subscribe to (as agreed by us). However, you must first have set up a Sage One account via Smarta Business Builder to allow us to do this.

9. We will advise you once your Data Set has been migrated to your Sage One Accounts product. At this point you should check the Data Set as it will be your sole responsibility to ensure that the Data Set transferred is in order and is accurate, complete and up to date within the Sage One Accounts product. Any reliance you place on the Data Set will be entirely at your own discretion and risk. We will delete our copy of the Data Set within 30 days of the migration of the Data Set to the applicable Sage One Accounts product.

10. For the purposes of the Data Protection Act 1998; you are the data controller of any personal data contained within the Data Set that you ask us to migrate to Sage One on your behalf, and we are acting in the capacity as your data processor. We will process personal data only in accordance with these Terms and your instructions from time to time and not for any other purpose unless authorised by you. We will take reasonable steps to ensure the reliability of all of our employees who have access to any personal data and will, having regard to the state of technological development and the cost of implementing any measures, take appropriate technical and organisational measures against the unauthorised or unlawful processing of such personal data as well as against the accidental loss or destruction of, or damage to, such 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.

11. (a) As we are providing the data migration services free of charge, this service will be performed on an “as is” basis with all conditions, guarantees and warranties excluded to the fullest extent permitted by law.
(b) Subject always to clause 11
(c), we shall not be liable (whether in contract, tort (including negligence and breach of statutory duty) misrepresentation (whether innocent or negligent) or otherwise for:
(i) any loss of profits, loss of business and/or revenue, loss of contracts, lost working time, depletion of goodwill, loss of or corruption to data or information or for any other loss or damage to you (or your clients, customers or other third parties) including without limit for any fines, penalties or charges (including those levied by HMRC) that you (or your clients, customers or other third parties) may suffer or incur if the Data Set has been incorrectly inputted by us into your Sage One Accounts product; and/or
(ii) for any special, indirect, incidental or consequential loss, costs, damages, charges or expenses however arising under or in connection with these terms and/or our delay, failure, performance or non-performance of the data migration services (or any part of them).
(c) Nothing in these Terms, however, prevent or limit our liability for (i) fraud; (ii) death of or personal injury to any person as a result of our negligence; or (iii) any other matter we cannot limit or exclude under applicable law.
(d) Subject to clause 11(a) and clause 11(c ), our total aggregate liability (whether in contract, tort (including negligence and breach of statutory duty) misrepresentation (whether innocent or negligent) or otherwise, arising under or in connection with the performance or contemplated performance of these Terms will be limited to £500.

12. A person who is not a party to these Terms will have no right to enforce any term set out herein. We will be entitled at any time to sub-contract the data migration services (or any part of them) to a third party.

13. These Terms constitute the entire agreement and understanding between us in respect of the subject-matter set out herein and they supersede all prior agreements, negotiations and discussions between us (whether written or oral) and you acknowledge and agree that, in entering into these Terms, you have not relied on, and will have no remedy in respect of, any representation, promise or warranty that is not set out in these Terms. Nothing in this clause 13 will operate to limit or exclude liability for fraud.

14. These Terms 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 disputes or claims (including non-contractual disputes or claims) relating to or arising under these Terms.