(Last updated: August 2021)
PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING THIS MOBILE APPLICATION (“APP”). THESE TERMS GOVERN YOUR ACCESS TO AND USE OF THE APP.
If you do not agree with or otherwise accept these Terms, you will not be able to access and use the App.
1.1. Save as otherwise expressly set out herein, these Terms are between either: (i) Sage Global Services Limited (registered number 09506951), whose registered office is at C23 - 5 & 6 Cobalt Park Way Cobalt Park, Newcastle Upon Tyne, United Kingdom, NE28 9EJ; or (ii) the relevant Sage entity with whom you contract in respect of the Service (as defined in clause 1.2 below) (“Sage”, “we”, “our”, or “us”) and you, the person accepting these Terms, provided that such acceptance is on behalf of a company or other legal entity and: (i) the person represents that they have the authority to bind such entity to these Terms; and (ii) “you” and “your” refers to such entity.
1.2. In order to access and use the App, you must have an authorised user account for the Sage accounting software solutions which: (i) relate to; and (ii) may be connected to via, the App (“Service”). If you do not have an authorised user account for the Service, then you may not access and use the App.
1.3. In accordance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable licence to access and use the App, as well as any updates and/or supplements to it and any related online or electronic documentation (“Documentation”).
2.1. These Terms govern your access to and use of the App. In addition to these Terms, you will also be subject to additional licence terms with respect to the Service (“Licence Agreement”).
2.2. Save as otherwise expressly set out in these Terms, in the event of any conflict or inconsistency between these Terms and the Licence Agreement, these Terms shall prevail with respect to the App and the Documentation, while the Licence Agreement shall prevail with respect to the Service.
2.3. The Service may be provided by Sage group companies, who will be third party beneficiaries under these Terms, and will have the right to enforce these Terms accordingly.
3.1. We will only use any personal data we collect through your use of the App and the Service in the ways set out in the relevant Privacy Notice for the country in which you access the App (“Privacy Notice”), or as otherwise specified in the Licence Agreement.
3.2. Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the App or the Service may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.
3.3. By accessing and using the App, you also agree to us collecting and using technical information about the devices you use the App on and related software, hardware and peripherals to improve our products and to provide any services to you. We may also collect data resulting from your use of the App, such as metadata, performance metrics and usage trends or volume, for internal research and to make improvements to the App.
3.4. If you have any questions in relation to your personal data then please contact our Global Privacy Office at [email protected].
4.1. The ways in which you can access and use the App and Documentation will also be regulated by the rules, terms and policies (including privacy policies) of the applicable app store (“App Store”) from which you download the App (collectively “App Store Terms”).
4.2. You hereby agree that these Terms operate in addition to, and are intended to supplement, the App Store Terms. In the event of any conflict or inconsistency between these Terms or the Licence Agreement and the App Store Terms regarding the use of the App Store, the App Store Terms shall prevail to the extent of such conflict or inconsistency.
4.3. In the event that you download the App from the Apple iTunes Store, the supplementary provisions in Appendix 1 to these Terms will apply.
4.4. The App may use and/or be reliant on third party services for it to operate effectively and correctly. Whilst we use reasonable efforts to ensure that such third parties commit to service availability wherever possible, Sage is not responsible for the availability of any third party services. Sage does not endorse or make any representation, warranty or promise regarding any third party service, and does not guarantee the initial or continuing interoperability of the App with any third party services. Sage may withdraw access to third party services at any time.
“In-App Purchase” refers to the purchase of a product, item, service or subscription made through the App. In the event that you complete an In-App Purchase, the supplementary provisions in Appendix 2 to these Terms will apply.
6.1. The App may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any).
6.2. You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.
7.1. Access to the App is subject to availability of your mobile provider’s network, and an internet connection may be required. We are not responsible for the availability of services from your provider, including any loss, damage, error, or failure to transmit.
7.2. SAGE MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:
7.2.1. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE APP OR THE SERVICE AT ANY TIME OR FROM ANY LOCATION;
7.2.2. ANY LOSS, DAMAGE OR OTHER SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND
7.2.3. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE APP OR THE SERVICE.
7.3. We are not obligated to provide technical support, or to maintain or support any customisation to, the App.
8.1. You agree that you will:
8.1.1. only use the App as permitted in accordance with these Terms and any Documentation;
8.1.2. not rent, lease, sub-license, loan, provide, or otherwise make available, the App in any form, in whole or in part to any person without prior written consent from us;
8.1.3. not copy the App or Documentation, except as part of the normal use of the App or where it is necessary for the sole purpose of back-up or operational security;
8.1.4. not translate, merge, alter, vary, adapt or modify, the whole or any part of the App or Documentation, nor permit the App (or any part of it) to be combined with, or become incorporated in, any other programs, except as necessary to use the App on devices permitted under these Terms;
8.1.5. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the App; and
8.1.6. comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the App.
8.2. You must not:
8.2.1. use the App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example by hacking into or inserting malicious code, such as viruses, or harmful data, into any App or any operating system;
8.2.2. use the App or the Documentation to build a competitive product or service;
8.2.3. infringe our intellectual property rights or those of any third party in relation to your use of the App or Documentation, including by the submission of any material (to the extent that such use is not licensed by these Terms);
8.2.4. use the App in any way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
8.2.5. transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the App; or
8.2.6. collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running any services.
8.3. We recommend that you back up any content and data used in connection with the App, to protect yourself in case of problems with the App.
8.4. If you download or stream the App onto any phone or other device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these Terms, whether or not you own the phone or other device.
8.5. If you sell any device on which the App is installed, you must first remove the App from the device.
8.6. You agree that you are solely responsible for ensuring that you have a compatible device and access to the internet.
9.1. All intellectual property rights in the App and the Documentation throughout the world belong to us (or our licensors as relevant) and the rights in the App are licensed (not sold) to you. You have no intellectual property rights in, or to, the App or the Documentation other than the right to use them in accordance with these Terms. All rights not expressly granted in these Terms are reserved by Sage.
9.2. You acknowledge and agree that we may use the data submitted into the App by you (“Customer Data”) in accordance with these Terms and the terms of the Licence Agreement.
9.3. You may, but are not required to, provide Sage, its group companies, or its business partners, distributors or subcontractors with ideas, suggestions, requests, recommendations or feedback about the App (“Feedback”). If you do so, you grant us, and our group companies, a non-exclusive, worldwide, perpetual, irrevocable licence to use, reproduce, incorporate, disclose, and sublicence the Feedback for any purpose.
10.1. YOU AGREE THAT THE APP AND ANY RELATED DOCUMENTATION IS PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS AND IS SOLELY FOR YOUR INTERNAL BUSINESS PURPOSES, SUBJECT TO ANY RESTRICTIONS IN THESE TERMS AND THE DOCUMENTATION. WE, ON BEHALF OF US, OUR GROUP COMPANIES AND LICENSORS, DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THOSE: (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON-INFRINGEMENT; OR (IV) ARISING FROM CUSTOM, TRADE USAGE, COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE, OUR GROUP COMPANIES AND OUR LICENSORS DO NOT REPRESENT, NOR DO WE WARRANT, GUARANTEE OR UNDERTAKE THAT YOUR USE OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE APP IS FREE FROM VIRUSES, BUGS, ERRORS OR MISTAKES, OR THAT THE APP, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE APP WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. WE HAVE NO OBLIGATION TO FACILITATE THE AVAILABILITY OF THE APP AND WE HAVE NO OBLIGATION TO MAKE THE APP AVAILABLE. YOUR ACCESS TO AND USE OF THE APP IS SOLELY YOUR RESPONSIBILITY. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ISSUES WITH THE APP THAT ARISE FROM CUSTOMER DATA OR SERVICES PROVIDED BY A THIRD PARTY. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO YOU, USERS, OR ANY THIRD-PARTY, AND YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE APP MEETS YOUR REQUIREMENTS.
10.2. WITHOUT PREJUDICE TO THE GENERALITY OF THE FOREGOING, SAGE DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, THAT THE FUNCTIONALITY OF THE SERVICE WHEN ACCESSED VIA THE APP WILL BE EQUIVALENT TO, OR GREATER THAN, THE FUNCTIONALITY OF THE SERVICE WHEN DEPLOYED THROUGH ANY OTHER MEANS (INCLUDING VIA AN INTERNET BROWSER).
11.1. Liability of Sage and/or its group companies in connection with the Service shall be subject to the terms of the Licence Agreement.
11.2. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
11.3. Notwithstanding any other provision in these Terms, in no event shall Sage be liable to you whether in contract, tort (including negligence and breach of statutory duty), misrepresentation or otherwise howsoever caused for:
11.3.1. special, indirect, incidental or consequential loss, costs, damages, charges or expenses; and
11.3.2. 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 loss of anticipated savings, even if Sage knew or should have known of the possibility of such loss.
11.4. In any event, our total liability arising under or in connection with these Terms, whether in contract, tort, including negligence and breach of statutory duty, misrepresentation or otherwise howsoever caused shall in no event exceed £100 or the local currency equivalent.
12.1. 12.1. We may remove the App and the Documentation from an App Store and/or suspend your right to access and use the App and the Documentation at any time in our sole discretion. We may also terminate your right to access and use of the App and the Documentation at any time if we have reason to believe that you are in violation of these Terms.
12.2. If we terminate your right to access and use the App you must immediately:
12.2.1. stop all activities authorised by these Terms, including using the App and the Documentation; and
12.2.2. delete or remove the App from all devices in your possession.
12.3. You may stop using the App at any time by removing it from your device.
13.1. From time to time we may automatically update the App to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may also ask you to update the App for these reasons. Except as otherwise specified, these Terms will govern any such updates and enhancements made to the App.
13.2. If you choose not to install such updates or not to receive automatic updates, you may no longer be able to access and use the App, or you may not be able to use its full functionality.
14.1. We may need to update these Terms from time to time. In such a case, we will make reasonable efforts to inform you of such updates either through the App, or through other means of communication (such as email) but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of the Terms. Your continued use of the App shall constitute your deemed acceptance of any updated Terms.
15.1. You shall comply with all applicable laws, statutes, codes and regulations in relation to your use of the App, including all applicable data protection laws and all applicable laws in relation to anti-bribery, anti-corruption, tax evasion and all sanctions laws, regulations and regimes imposed by relevant authorities including but not limited to the Office of Foreign Assets Control (OFAC), the UN, the UK and EU (“Relevant Requirements”). You shall, and shall procure that persons associated with you shall: (i) comply with all Relevant Requirements; (ii) not engage in any conduct which would constitute an offence under, or otherwise breach, any of the Relevant Requirements; (iii) not do, or omit to do, any act that may lead Sage to be in breach of any Relevant Requirements; and (iv) have and maintain in place during the term of your agreement with us pursuant to these Terms your own policies and procedures to ensure and demonstrate compliance with the Relevant Requirements and will enforce them where appropriate.
15.2. Notwithstanding the generality of clause 15.1, the App may be subject to export laws and regulations of the United States and other jurisdictions. You represent and warrant that you and your group companies are not named on any U.S. government “denied persons list” (or equivalent targeted sanctions list) and that it and its group companies are not owned or controlled by a politically exposed person. You shall be obliged to notify Sage if, during the term of your agreement with us pursuant to these Terms, you or any of your group companies become named on any U.S. government “denied persons list” (or equivalent targeted sanctions list) or become owned or controlled by a politically exposed person. You shall not permit users to access or use the App in a U.S. embargoed country or in violation of any U.S., UK or EU export laws or regulations, or in any Restricted Territories. “Restricted Territories” means: (i) Cuba, Iran, North Korea, Syria, Sudan and the territory of Crimea / Sevastopol; and (ii) any other country or territory that is subject to sanctions by the United Kingdom, the European Union, or the U.S; and (iii) any other country or territory that becomes subject to sanctions by the United Kingdom, the European Union, or the U.S after the date of these Terms. Each party will promptly report to the other party if it has violated, or if a third party has a reasonable basis for alleging that it has violated, this clause 15. You shall have, and shall maintain throughout the term of your agreement with us pursuant to these Terms, appropriate procedures and controls to ensure and be able to demonstrate your compliance with this clause 15. In the event that this clause 15 is breached by you, Sage shall have a right to immediately suspend your use of the App to the extent that we consider necessary without prior notice and/or terminate your right to use the App immediately. You shall indemnify (and keep indemnified) Sage and our officers, directors, employees, attorneys and agents against any claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your (or your users) breach of this clause 15.
16.1. You may not assign, transfer, novate, charge, subcontract or deal in any other manner with any of your rights or obligations under these Terms, whether in whole or in part, directly or indirectly, by operation of law, merger, acquisition or otherwise without Sage’s prior written consent (not to be unreasonably withheld). Sage may assign, transfer, novate, charge, subcontract or deal in any other manner with its rights or obligations under these Terms, whether in whole or in part, without your consent.
16.2. Except as expressly set forth herein, any remedy set out in these Terms is not exclusive of any other available remedy.
16.3. Except as expressly set forth herein, these Terms do not confer any rights on any third party, whether pursuant to the Contracts (Rights of Third Parties) Act 1999 or otherwise, provided that any Sage group company may enforce these Terms.
16.4. Except as expressly set forth herein, these Terms constitute the entire understanding between the parties with respect to their subject matter and supersede all prior agreements, negotiations and discussions between the parties relating to them. Each party agrees that it has not relied on any representations or statements in entering into these Terms which are not set out expressly in it, except this does not exclude a party's liability for fraud.
16.5. Any formal notice required to be given under these Terms will be in writing and will be sent by pre-paid mail or recorded delivery or by email to the party required to receive the notice at the address given for that party. Any notice will be deemed to have been duly received if sent by: (i) pre-paid mail, 48 hours after posting; (ii) recorded delivery on the next business day; or (iii) email at 09:00. a.m. on the next business day after the email is sent, or earlier if the intended recipient has confirmed receipt (either specifically or by conduct).
16.6. No failure or delay by either party to exercise or enforce any of its rights under these Terms will act as a waiver or continuing waiver of such rights. Such rights may only be waived in writing, signed by the relevant party waiving their rights.
16.7. We are not responsible for events outside our control. We will not be liable to you to the extent that fulfilment or performance of any provisions in these Terms is delayed or prevented by such events.
16.8. These Terms and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with:
16.8.1. the laws of England and Wales, where you are contracting with Sage Global Services Limited pursuant to clause 1.1; or
16.8.2. the laws specified in the Licence Agreement, where you are contracting with a different Sage entity in respect of the Service pursuant to clause 1.1.
16.9. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of the following country and State (as applicable) to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation (including non-contractual disputes or claims):
16.9.1. the courts of England and Wales, where you are contracting with Sage Global Services Limited pursuant to clause 1.1; or
16.9.2. the courts specified in the Licence Agreement, where you are contracting with a different Sage entity in respect of the Service pursuant to clause 1.1.
16.10. If any provision or part-provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal or unenforceable then such provision(s) shall be deleted, or shall be construed, as far as possible, to reflect the original intentions of the invalid, illegal or unenforceable provision(s) with all other provisions in these Terms remaining in full force and effect.
16.11. These Terms are drafted in English. If these Terms are translated into any other language, to the extent there is any inconsistency or conflict, then the English text will prevail.
In the event that you download the App from the Apple iTunes Store, the supplementary provisions below will apply, where references to “Apple” shall mean Apple Inc., a California corporation with its principal place of business at One Infinite Loop, Cupertino, California 95014, U.S.A, or any other entity within the Apple group of companies.
2.1. purchase a subscription to the Service; or
2.2. convert a free trial to use the Service to a full subscription for the Service,
(an “In-App Subscription”).
5.1. The App Store Terms set out how you will be billed, and how your subscription to the Service may be renewed. If you have any payment related issues with an In-App Subscription, then you need to contact the App Store Provider directly.
5.2. Cancellation or termination of an In-App Subscription must be managed between you and the App Store Provider, and you can cancel the renewal of your In-App Subscription at any time in accordance with the App Store Terms. More information about how you may be able to cancel, terminate and/or manage In-App Subscriptions using your device may be set out in the App Store Terms, in your device’s help settings or online.
5.3. Any free trials for the Service which are obtained or procured through the App will be managed in accordance with the App Store Terms.
5.4. The App Store Provider’s refund policy will apply to any In-App Subscription. If you wish to request a refund, you may do so by contacting the App Store Provider directly.