SageCover Software Maintenance Agreement
TERMS AND CONDITIONS
Last updated September 2007
This Agreement sets out the terms and conditions on which we, Sage Ireland, will supply you with SageCover or SageCover Extra (whichever you have paid the Subscription Fee for).
1. Definitions used in this Agreement
“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 or SageCover Extra if any free SageCover period has expired or does not apply; “Replacement Software” means any Updates or Upgrades; “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 SageCover; “SageCover Extra” means SageCover and the additional benefits contained in all up to date literature at the Commencement Date concerning SageCover Extra; “Sage Ireland” is the registered business name of Sage Hibernia Ltd, 3096 Lake Drive, Cit West Business Campus, Dublin24, Ireland;“Software” means the Sage software product ordered by youfrom us eithe rdirect or via an authorised Sage business partnerand in relation to which you have subscribed to SageCover orSageCover Extra, and are entitled to SageCover or SageCoverExtra following payment of an annual licence fee;“Subscription Fee” means the annual fee payable by you to usfor SageCover or SageCover Extra (as appropriate); “Updates” means a permanent fix or solution to known problems in the Software or a legislative amendment to the Software as released by us at times deemed appropriate by us; “Upgrades” means a major revision to the Software, which adds new and different functions or capabilities to the Software and is provided to you at times deemed appropriate by us if you have subscribed for SageCover Extra. For the avoidance of doubt, Upgrades shall not include an up the range change in software product; “Working Day” means any day that is not a Saturday, Sunday or Public Holiday in Ireland; 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 Ireland or alternatively it may mean reference to both you and Sage Ireland together.
2. Our commitment to you
2.1 We will provide you with SageCover or SageCover Extra (whichever you have paid the Subscription Fee for) for a period of one year commencing on the Commencement Date. On each anniversary of the Commencement Date (“the Renewal Date”) and subject to clause 4, this Agreement will continue automatically for successive periods of one year provided that you pay the prevailing Subscription Fee or annual licence fee (as appropriate) by the due date. An invoice will be issued to you prior to the Renewal Date and is payable in accordance with its terms. Your continued use of SageCover or SageCover Extra including installation of an Upgrade or Update and/or use of a service pack after the Renewal Date shall be deemed as acceptance by you of the renewal for a further period of 12 months and of the invoice.
2.2 We will provide SageCover or SageCover Extra (whichever you have paid the Subscription Fee for) in accordance with this clause 2 with reasonable care and skill.
2.3 We will provide technical support which may be given by telephone, fax, e-mail, on-line (including remote and virtual online assistance) and postal mail as to use of the Software and to the investigation and attempted 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 our Helpdesk.
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 Business Partners) other than us without our previous consent, or any failure to install promptly and use any Replacement Software.
2.5 SageCover and SageCover Extra shall not apply to third party software included in the Software.
3. Your obligations to us - You shall:
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 time;
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 in
writing;
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
3.8 be responsible for ensuring that the Software is suitable for the purpose intended. back-up purposes only.
4. How can this Agreement be terminated?
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 Agreement.
4.2 You agree that we shall be entitled to terminate this Agreement immediately and without refund if:
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 you are unable to pay your debts or you become insolvent or an order is made of 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 in to or purpose any composition or arrangement with your creditors generally or papers are filed at court seeking a moratorium.
4.2.4 you are a partnership and 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.
5. Our liability to you under this Agreement
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 nor for any business interruption nor for 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 or inability to use the Software and whether arising under contract, tort, negligence, breach of statutory duty or otherwise.
5.3 If any exclusion, limitation, 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 or excluded, such liability whether in contract, tort or otherwise, will not exceed the Subscription Fee actually paid by you or, as is attributed to SageCover or SageCover Extra as provided under any annual licence fee.
5.4 Nothing in this Agreement shall exclude or limit our liability for: (a) fraudulent misrepresentation; (b) death or personal injury arising out of our negligence; or (c) any warranty as to title or quiet possession implied by statute.
6. Replacement Software
6.1 We reserve the right to issue Replacement Software on computer disks, compact disks and electronically via web page downloads or email.
6.2 You may install the Replacement Software on the number of computers or networks that accords with your Software licence agreement that you have purchased and make one copy of the Replacement Software in any computer readable format for Your SageCover Software Maintenance Agreement 9am and 5pm on each Working Day through our Helpdesk.
6.3 The copy right, design right and any other intellectual property rights in the source and object codes of the Replacement Software vest exclusively with us.
6.4 The Replacement Software may not be copied without our express consent in writing under such terms as we shall determine. In particular, the Replacement Software shall not be installed onto any additional network or for any additional users (where you have purchased a network licence) 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. General
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 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.
7.3 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 writing.
7.4 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.
7.5 This Agreement shall be governed by and construed in accordance with Irish law and both parties submit to the exclusive jurisdiction of the Irish courts.
7.6 Sage Ireland reserves the right to amend the price of SageCover and SageCover extra from time to time and at its sole discretion.
Sage Ireland Operating System Support & Development Policy
Sage Ireland maintain a policy of withdrawing resources to develop and support our software on versions of operating systems that are no longer supported by their manufacturer. As issues relating to unsupported operating systems will not be resolved by the manufacturer, it is not feasible for Sage Ireland to ensure on-going compatibility with our own products.
We advise that our customers regularly review their operating systems, particularly prior to installing any upgrades to their software, in order to ensure compatibility and optimum performance.
Version Suport Policy
As of 1st June 2006, Sage Ireland adopted a policy to no longer sell or renew support contracts for installations older than the latest four versions of Sage 50 (formerly Sage Line 50) and installations older than the latest three versions of Sage Instant Accounts.
Download Sage Version Support Policy for:
Sage 50 Version Support Policy.
Sage Instant Accounts Version Support Policy.
Product Specific Terms of Support
ACT!
For any further details on the above Version Support Policies, please call Sage Business Advice on 1890 88 20 60.
Sage Ireland, 3096 Lake Drive, CityWest Business Park, Dublin
24.
Tel: 01 642 0800 Fax: 01 642 0899
Web site: www.sage.ie
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