SageCover - Terms & Conditions
This Agreement sets out the terms and conditions on which we,
Sage (UK) Limited, will supply you with SageCover.
Definitions used in this
"Commencement Date" means the first date following the expiry of the
free SageCover period (if any) under your Software licence agreement or the date
of invoice for SageCover if any free SageCover period has expired or does not
apply and in the case of Sage Contact Manager powered by ACT! means the date
"Hire Agreement" means any hire or finance agreement
of any kind you have made with a third party in respect of the
"Priority Acceptance Form" means the
application form signed by you on first applying for SageCover
[in relation to Software other than Sage Contact Manager powered
"Priority Renewal Form" means the renewal
form signed by you on renewal of SageCover;
"SageCover" means the Software support
services as set out in clause 2 as well as the benefits contained
in all up to date literature at the Commencement Date concerning
"Software" means the Sage software product
ordered by you from us either direct or via an authorised Sage
reseller and in relation to which you have subscribed for SageCover;
"Subscription Fee" means the annual
fee payable by you to us for SageCover;
"Updates" means a permanent fix or solution
to known problems in the Software as released by us at times deemed
appropriate by us;
"Working Day" means any day that is
not a Saturday, Sunday or public holiday in England;
The term "you", "your" and "yours" shall
mean the company or partnership or sole trader which contracts
under this Agreement and the term "we", "us" and "our" shall
mean, as the context permits, either Sage (UK) Limited, or alternatively
it may mean reference to both you and Sage (UK) Limited together.
Our commitment to you
2.1 We will provide you with SageCover for a period of one year commencing
on the Commencement Date. On expiry and subject to clause 4, this Agreement
will continue automatically for successive periods of one year provided that
you pay the prevailing Subscription Fee within 30 days of our invoice.
2.2 We will provide SageCover in accordance with
this clause 2 with all due care and skill.
2.3 We will provide technical support which will
be given by telephone, fax, e-mail, on-line and postal mail at
your option as to use of the Software and to the diagnosis and
rectification of faults in the Software, but not in respect of
malfunctions in computer hardware, operating systems or printers.
This support shall be available between the hours of 9am and 5pm
on each Working Day through Sage's HELPDESK and where possible,
we shall use all reasonable endeavours to respond to you by the
end of the next Working Day.
2.4 We do not warrant or guarantee you uninterrupted
or error free service of any technical support as set out in clause
2.3 above in circumstances where any fault arises out of the improper
use, operation or neglect of the Software or any equipment, modification
or merger of the Software (other than as permitted in writing by
us), your failure to implement recommendations or solutions to
faults notified to you by us, any repair adjustment or alteration
made by any person (including Sage authorised resellers) other
than us without our previous consent, or any failure to install
promptly and use any Update.
2.5 For the avoidance of doubt [and except in
relation to Sage Contact Manager powered by ACT!] SageCover shall
not apply to third party software included in the Software.
Your obligations to us
3.1 ensure the Software is used only on the computer
hardware for which the Software has been licensed and approved;
3.2 maintain and operate the Software in a proper
and prudent manner in accordance with such advice and instruction
as we may issue from time to time, and allow its use only by competent
and authorised personnel;
3.3 keep a minimum of one separate back-up of
your current data (for use in rotation) of a standard and frequency
to allow you to recover information without undue loss of staff
3.4 not permit any alterations in the Software,
the operating instructions or the manual, save by written consent
from us or any Sage authorised reseller expressly approved by us
3.5 make available to us without charge, any information
or facilities to enable us to discharge our obligations under this
Agreement including, but not limited to, computer print-outs, photocopies
of documents, provided always that we shall hold as confidential
any such information provided by you;
3.6 notify us of any defect or alleged defect
within five days of the date it becomes apparent; and
3.7 be responsible for ensuring that the Software
is suitable for the purpose intended.
How can this Agreement
4.1 We may terminate this Agreement by giving you seven days written notice
at any time and if we do, we shall refund to you such pro rata amount of the
Subscription Fee as is appropriate to the unexpired period of the term of this
4.2 You agree that we shall be entitled to terminate this Agreement
4.2.1 you commit a material or persistent breach
of your obligations under this Agreement and in circumstances where
such a breach is capable of rectification, the same is not rectified
within fourteen days following written notification of the breach
by us; or
4.2.2 you fail to pay any amount you owe us within
seven days of the due date whether under this Agreement or any
other contract with us; or
4.2.3 we are notified that your Hire Agreement
has ended for any reason or where you are in default of any payment
obligations under the terms of your Hire Agreement; or
4.2.4 you are unable to pay your debts (within
the meaning of section 123 of the Insolvency Act 1986) or you become
insolvent or an order is made or a resolution passed for your liquidation,
administration, winding-up or dissolution (otherwise than for the
purposes of a solvent amalgamation or reconstruction) or an administrative
or other receiver, manager, liquidator, administrator, trustee
or similar officer is appointed over all or any substantial part
of your assets or you enter into or propose any composition or
arrangement with your creditors generally or papers are filed at
court seeking a moratorium in respect of you under Schedule All
of the Insolvency Act 2000; or
4.2.5 you are a partnership, a petition is presented,
or an order is made, for the bankruptcy of any of your partners
or if any of them enter into a deed of arrangement or compounds
with their creditors or has a receiving order made against them
or anything similar to the above occurs in any applicable jurisdiction.
4.3 Termination shall be without prejudice to
any rights or claims we may have against you at the time of, or
subject to, such termination and other than pursuant to clause
4.1 no refund of the Subscription Fee in full or in part shall
be made to you.
Our liability to you under
5.1 Except as provided in clause 2 above, or as expressed by statute to be
incapable of exclusion or limitation, no other representations, warranties,
conditions or guarantees, express or implied, including but not limited to
implied warranties of fitness for purpose and satisfactory quality are made
in respect of this Agreement.
5.2 We shall not be liable for any indirect, consequential,
incidental or special damage or loss of any kind (including but
not limited to business interruption or loss of data, use, business,
savings or profits) suffered or arising in any manner whatsoever
out of or in connection with this Agreement or the use of the Software
and whether arising under contract, tort, including negligence,
statute or otherwise.
5.3 If any exclusion, disclaimer or other provision
contained in this Agreement is held to be invalid for any reason
by a court of competent jurisdiction and as a result we become
liable for loss or damage that could otherwise be limited, such
liability whether in contract, tort or otherwise, will not exceed
the Subscription Fee actually paid by you.
5.4 Nothing in this Agreement shall exclude or
limit our liability for: (a) fraud; (b) death or personal injury
arising out of our negligence; or (c) any warranty as to title
or quiet possession implied by statute.
6.1 We reserve the right to issue Updates on computer disks, compact disks
and electronically via web page downloads or email.
6.2 You may install the Update on a single personal
computer (or single network, where you have purchased this version),
install a single set of data, whether for a company, partnership
or group, person or otherwise (unless, and to the extent that,
you have purchased the relevant licence for multiple users and/or
multiple sets of data from us) and make one copy of the Update
in any computer readable format for back-up purposes.
6.3 The copyright, design right and any other
intellectual property rights in the source and object codes of
the Update vest exclusively with us.
6.4 The Update may not be copied without our express
consent in writing under such terms as we shall determine. In particular,
the Update shall not be installed onto any additional network (where
you have purchased such version) or onto any additional personal
computer including any laptop or portable computer without an additional
user licence, which you must purchase separately from us or via
a Sage authorised reseller.
7.1 This Agreement is personal to you and may not be assigned, sub-contracted,
licensed, charged or otherwise dealt with or disposed of (whether in whole
or in part) by you without our prior written consent.
7.2 This Agreement, the Priority Acceptance Form
or Priority Renewal Form and all up to date literature at the Commencement
Date concerning SageCover constitute the entire agreement between
us relating to SageCover and supersede all other agreements and
all other literature concerning SageCover whether written, oral,
express or implied.
7.3 The illegality, invalidity or unenforceability
of any provision of this Agreement shall not affect the remaining
provisions which shall remain in full force and effect.
7.4 Any reseller, distributor or dealer (including
any Sage authorised reseller) from whom you purchased the Software
is not appointed or authorised by us as our servant or agent. Such
persons have no authority (either express or implied) to enter
into contract or grant any licence or provide any representation,
warranty, condition or guarantee with or to you on behalf of us,
or thereby bind us. We are not responsible for any modifications
or mergers made to the Software by any such persons or any other
7.5 Any notice to be given under this Agreement
shall be deemed given if delivered personally or if sent by registered
first class post (or the nearest equivalent if not available) three
Working Days after posting to the address of the party to be notified.
7.6 We shall not be liable to you for any failure
to perform or for any delay in performance under this Agreement
to the extent such non-performance or delay is caused by any circumstances
beyond our reasonable control including, but not limited to, fire,
war, civil commotion, any act of central or local government, any
industrial disputes, lockouts and strikes of any third party, provided
that if any period of default continues for more than 60 days you
shall be entitled to terminate this Agreement by notice to us in
7.7 Any failure by us to enforce any of the terms
and conditions of this Agreement shall not be construed as a waiver
of our rights and remedies under this Agreement which are cumulative
and are not exclusive of any rights and remedies provided by law.
7.8 A person who is not a party to this Agreement
shall have no rights under the Contracts (Rights of Third Parties)
Act 1999 to enforce any terms of this Agreement. This clause does
not affect any right or remedy of any person which exists or is
available otherwise than pursuant to that Act.
7.9 This Agreement shall be governed by and construed
in accordance with English law and both parties submit to the exclusive
jurisdiction of the English courts.
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of business life and we may update the latest versions of your
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