Sage Online Accounting Programme Terms and Conditions (Last updated: July 2015)

PART A: Sage Online Accounting Programme Terms and Conditions

1. What this agreement is about

1.1. These terms and conditions govern the agreement between us in respect of your membership of the Sage Online Accounting Programme (the “programme”) which allows you to promote and facilitate the provision of Sage One (as defined in clause 1.3 of the Sage One Terms and Conditions of Use set out on our website at http://uk.sageone.com/terms-conditions (the “Sage One Terms and Conditions of Use”) as a solution for your clients through the Sage One Accountant Edition service (“Accountant Edition”). In this agreement, where we say “Sage One”, “Payroll”, “Cashbook” and “Sage One Accounting”, we mean those terms as they are defined in clause 1.3 of the Sage One Terms and Conditions of Use. Any references in this agreement to “Sage One Accounts Extra” shall mean “Sage One Accounting” as described in and in accordance with the Sage One Terms and Conditions of Use. If there is any difference between these terms and conditions and the Sage One Terms and Conditions of Use or, where appropriate, your Sage Accountants Club/Network Membership Agreement, these terms and conditions will take precedence in relation to your participation in the programme and your use of the Accountant Edition.

1.2. We may change the terms and conditions of this agreement at any time. We will make reasonable efforts to communicate any changes to you via a notification on Sage One or by sending you an email but it is up to you to ensure that you regularly check, read, understand the most recent version of this agreement as you will be deemed to accept all changes to these terms and conditions if you continue to participate in the programme and/or use the Accountant Edition.

2. Who this agreement is between

2.1. This agreement is between: you, the person or organisation authorised to use the Accountant Edition under and in accordance with these terms and conditions; and us, Sage (UK) Limited (company registration number 1045967, VAT number GB 555909605, registered office: North Park, Newcastle upon Tyne NE13 9AA, United Kingdom) if you subscribe to the programme in the United Kingdom or Sage Hibernia Limited trading as Sage Ireland (company registration number 300549, registered office: Unit 3096, Lake Drive, Citywest Business Park, Dublin 24) if you subscribe to the programme in the Republic of Ireland.

2.2. By participating in the programme and/or using the Accountant Edition you and we agree to be bound by and comply with the terms and conditions set out herein.

3. How you accept this agreement, and when the agreement between us starts

3.1. You accept these terms and conditions, and this agreement between us starts, from the earliest date you tick a box or click on a button (or something similar) when Sage One asks you to confirm that you accept this agreement.

3.2. Our agreement will continue until terminated in accordance with clause 12.

3.3. If you don’t accept this agreement, you should contact us immediately and you should not promote or facilitate the usage of Sage One by your clients or otherwise hold yourself out as a member of the programme.

4. Programme Subscription

4.1. The fees that you must pay to become a member of the programme are set out in our price list from time to time in force and are payable in accordance with clause 7.

4.2. As part of your membership of the programme we recommend that you participate in an annual test to gain in-depth knowledge of the Sage One products and services. Until such time as we may advise otherwise, the test is free and successful participants will achieve Sage One certified advisor status which will be commemorated by a certificate and pin badge. For further details, please visit our website at https://sage-exchange.co.uk/resources/sage-one/sage-one-education.

5. Facilitation of Sage One for your clients

5.1. Once you become a member of the programme you can either: (i) set up and administer Sage One accounts for your clients which will link to your own Accountant Edition account; or (ii) link to your clients’ own existing Sage One accounts, in each case, so that you can access reports, transfer files, help your clients to manage their own Sage One accounts and provide your own services to your clients as agreed between you and your individual clients.

5.2. Where you link to a client’s existing Sage One account your client can revoke your access to its Sage One account at any time. Where your client is a Direct Billing Customer (as defined in clause 7.2 below), that client may revoke the link from their Sage One account to your Accountant Edition account and this will prevent your access to their Sage One account.

5.3. You must take all reasonable steps to ensure that your clients comply with the Sage One Terms and Conditions of Use.

5.4. We reserve the right to access your Accountant Edition account at any time for the purposes of enabling us to establish your compliance with this agreement, to investigate and/or remedy any errors or other bugs within Sage One, to monitor your participation in the programme and/or your use of the Accountant Edition

6. Your obligations

6.1. You will perform your obligations promptly, diligently and in accordance with the standard to be reasonably expected of an experienced, trained and appropriately qualified accountant (or equivalent) operating in your market; and comply with all rules, regulations and laws affecting your business relating to Sage One including those relating to e-commerce, data protection, direct marketing and anti-competitive practices.

Collaborate

6.2. For each client you invite to join Collaborate (“Collaborate” means the Sage One functionality whereby you and your clients are able to share online access to documents in a secure environment), you are responsible for notifying them:

6.2.1. of the maximum amount of data storage available to them at any one time;

6.2.2. that the content of any files must not and will not result in any injury, damage or harm to us or to any third party (including, without limitation, defamation or breach of confidentiality) and that the content does not (and will not) contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities; and

6.2.3. that on termination by you of your accounting relationship with the client, all Collaborate data will be not be accessible after the date of termination and that it is the responsibility of your client to make a back-up copy of that data.

Final Accounts

6.3. For a limited period only, such period to commence with effect from 00.00 on 15 December 2014 and expiring automatically at 23.59 on 31 August 2015 without notice (unless we advise you otherwise) (the “Introductory Period”), you will be able to produce a set of Final Accounts (as defined below) for your clients via your use of Accountant Edition in accordance with clauses 6.4 to 6.7 (inclusive) below.

6.4. By “Final Accounts”, we mean those balance sheets and profit and loss accounts which you produce for your clients in final form for submission to HM Revenue and Customs.

6.5. During the Introductory Period:

6.5.1. where you prepare Final Accounts for a client solely by using that client’s Customer Data stored within Cashbook or Sage One Accounting (as the case may be), your use of Final Accounts will be free of charge;

6.5.2. where you produce Final Accounts for a client using all or any data which is not stored within Cashbook or Sage One Accounting (as the case may be) (“Non-Sage One Data”), you will be entitled to produce Final Accounts for your clients using that Non-Sage One Data free of charge only during the Introductory Period (thereafter charges will apply as more particularly described in clauses 6.6 and 6.7 below); and

6.5.3. any support provided by us to you in respect of Final Accounts under clauses 6.5.1 and 6.5.2 above will be provided free of charge.

6.6. Upon the expiry of the Introductory Period:

6.6.1. you will be charged (and you agree to pay) our then-current prices for each set of Final Accounts that you produce using Non-Sage One Data at the rates specified on our website from time to time. We will use our reasonable endeavours to give you as much notice as reasonably possible of these prices prior to the expiry of the Introductory Period. Any preparation by you of Final Accounts using your client’s Customer Data stored within Sage One as described in clause 6.5.1 above shall remain free of charge after the expiry of the Introductory Period unless we advise you otherwise; and

6.6.2. you will be charged (and you agree to pay) for support for Final Accounts as more particularly described on and at such rates as we may specify on our website from time to time. These support charges will apply only where you have requested to receive support from us (which we agree to provide) and you acknowledge and agree that such charges are payable whether you use Non-Sage One Data or otherwise to prepare the Final Accounts.

6.7. You acknowledge and agree that at any time after the expiry of the Introductory Period we may change the prices we charge for your use of Final Accounts including, without limitation, the charges payable for any support services we may provide. We will use our reasonable endeavours to give you as much notice as is reasonably possible of any such changes.

Bank Feed Service
6.8. With effect from 22 April 2015 (or such other date as we may specify), your clients will be able to subscribe to the Sage One “Bank Feed Service”. By the “Bank Feed Service” we mean the direct bank feed service as more particularly described on our website at http://uk.sageone.com. Where you pay us for the Bank Feed Service on behalf of your clients, you will be charged (and you agree to pay) our then-current prices for this service at the rates specified on our website from time to time in accordance with the terms and conditions of this agreement.

6.9. You acknowledge that due to the variety and differing requirements of online banking security arrangements, you will procure that where your clients require the Bank Feed Service they: (a) will ensure that their online banking facility is compatible with the Bank Feed Service; (b) are solely responsible for ensuring that they sign up to and use the Bank Feed Service in full compliance with the terms and conditions of their applicable online banking facility; (c) enter into such third party terms and conditions that we may provide to them during the sign up process for the Bank Feed Service; and (d) do not disclose their internet banking credentials to you or any other third party which would render them in breach of their online banking facility. Sage shall not be liable for any losses damages, costs and expenses whatsoever that are suffered and/or incurred by you and/or your clients which arise out of or in connection with any breach or other failure to comply with this clause 6.9.

7. Price and payment method

7.1. You acknowledge that we are moving to a direct billing subscription model for our products and in order to facilitate this model, we are making some changes to the way we pay you for those clients for whom you introduce, set up (or have set up) and administer a Sage One account.

7.2. For each new client you introduce to and set up and administer a Sage One account through the Accountant Edition, you may: (i) procure for that client to pay us directly (rather than pay you) in full for all applicable fees for that account, in accordance with such instructions as we may provide to you from time to time (“Direct Billing Customers”); or (ii) those new clients may pay you directly for their use of Sage One (in the same way as your existing customers pay you pursuant to clause 7.3 below). Where (ii) applies, your client will not be eligible for a free trial of Sage One. If you do not elect how your new client will pay, they will automatically be set up as a Direct Billing Customer and in these circumstances, your client will be entitled to receive a free trial if requested.

7.3. You will continue to invoice your existing clients for whom you have already set up and administer Sage One accounts via your Accountant Edition and you will continue to pay us in full for all applicable fees for those accounts until such time as we may advise you that those existing clients will pay us directly for their use of Sage One. We will pay you Commission (as defined in clause 7.6 below) for Direct Billing Customers as well as for your existing clients and your new clients who pay you directly for their use of Sage One (rather than paying us) pursuant to and in accordance with the terms and conditions of this clause 7 (even though this clause 7 refers to Direct Billing Customers) and such instructions as we may issue to you from time to time. If those clients pay us directly (rather than paying you), those clients will then become (and will be known as) Direct Billing Customers.

7.4. For a client who subscribes to both: (i) Payroll; and (ii) Cashbook or Sage One Accounting (as the case may be), the same billing model must be adopted for that client’s use of Sage One. By this we mean that your client would either: (a) pay you for their use of Payroll, Cashbook or Sage One Accounting and you would pay us for their use pursuant to clause 7.3; or (b) they would pay us for their use of Payroll, Cashbook or Sage One Accounting as a Direct Billing Customer.

7.5. You acknowledge and agree that your clients cannot use a different billing model to pay for its use of Sage One such that they cannot be a Direct Billing Customer for Payroll but then pay you directly for their use of Cashbook or Sage One Accounting (as the case may be) or vice versa. However, you may have clients on different billing models with some clients paying you for their use of Payroll, Cashbook or Sage One Accounting and your other clients paying us for their use of Payroll, Cashbook or Sage One Accounting as a Direct Billing Customer.

Calculation and Payment of Commission

7.6. For each Direct Billing Customer that you introduce (or have introduced in the case of an existing client (or will introduce pursuant to clause 7.2(ii) above) ) to Sage One and which are linked to your Accountant Edition account, we will pay you a commission which we will calculate as a percentage (such percentage to be notified to you in writing from time to time) of the Net Monthly Fee paid to us by the Direct Billing Customer for their use of Sage One (“Commission”). “Net Monthly Fee” means in relation to Sage One, the price actually charged by us to the Direct Billing Customer after any discounts or other deductions and less any VAT (as defined below) or other sales tax. Commission is not payable in respect of any use by a client of Sage One where that use is free of charge and we will give you 30 days’ notice in writing of any changes to the percentage of Commission payable to you.

7.7. Any and all Commission due to you shall be accrued monthly but shall be paid to you quarterly in arrears in accordance with this clause 7 (unless we advise you of such other billing periods). We will advise you in writing of the quarterly periods which we will use to calculate the Commission payable to you for the Direct Billing Customers.

7.8. We will pay you Commission only in respect of cleared funds that we have received from the Direct Billing Customer for their use of Sage One (and only in respect of revenue we have been able to recognise in accordance with our accounting rules and standards). Payment will be made via electronic transfer to such bank account as you may notify to us in writing from time to time and payment shall be made within 15 days of the end of each quarter unless we notify you otherwise.

7.9. We may, at any time and without notice, set off any liability of yours (including, without limitation, any outstanding balances you may owe to us) from the Commission and whether that liability is present or future, liquidated or unliquidated, and whether or not it arises under this agreement. Any exercise by us of our rights under this clause shall not limit or affect any other rights or remedies available to us under this agreement or otherwise.

Restrictions around the Payment of Commission

7.10. We will only pay you Commission for so long as a Direct Billing Customer: (i) remains an active client of yours; and (ii) that client continues to pay their subscription fee in full for their use of Sage One. By an “active client of yours” we mean those clients using Sage One whom you introduced to and are linked to your Accountant Edition account. We do not mean those clients who signed up directly to Sage One and then subsequently linked to your Accountant Edition account. Once a Direct Billing Customer is no longer an active client of yours and/or they are no longer paying (or have failed to pay) for their use of Sage One, you will no longer be entitled to receive Commission for that Direct Billing Customer.

7.11. If, during any quarter, a Direct Billing Customer fails to pay their subscription fee for their use of Sage One and/or their agreement with us to use Sage One is terminated, your entitlement to Commission will be calculated on a pro rata basis for that quarter (the “final Commission payment”). You will not be entitled to receive any further Commission for that Direct Billing Customer once you have received the final Commission payment and this will apply even where that customer subsequently recommences the payment of its subscription fee to use Sage One.

Self-Billing and VAT

7.12. Unless we advise you otherwise, if you are VAT registered you will only be entitled to receive Commission if you have entered into and maintain a valid self-billing agreement with us for VAT purposes. This is because we will pay you Commission against a self-billing VAT invoice which we will raise on your behalf. We will provide you with a self-billing agreement (including, without limitation, any renewals of that agreement) which you must sign and return to us in such form (and in accordance with such instructions) as we may provide you from time to time.

7.13. Where you are VAT registered (and unless we have advised you otherwise), you understand and agree that in order for us to calculate and pay you Commission during any quarter we must have a valid and binding self-billing agreement in place between us. This means that we will not be required to pay you any Commission which accrues during a period where we have no self-billing agreement in place.

7.14. If you are VAT registered, you will provide us with your VAT registration number and such other information as we may reasonably require in the performance of our obligations under this agreement and you will advise us immediately in writing if there is any change to your VAT registration number or your VAT status.

7.15. If you are not VAT registered, we will pay you Commission at the end of each quarter in accordance with the terms and conditions of this agreement. If, at any time, you become VAT registered you will notify us in writing within 7 days of making that registration and you will promptly enter into a self-billing agreement with us pursuant to clauses 7.10 and

7.13 above to enable us to pay you Commission.

Payment Terms

7.16. Unless otherwise agreed in writing by us, you will pay our fees and other prices and charges in advance and by monthly direct debit or within 30 days of the date of any invoice we issue in respect of such fees, prices and charges incurred during the previous month.

7.17. We may amend our prices and payment terms (including individual credit terms) from time to time in our absolute discretion and we will take reasonable steps to notify you in advance of any price increases or changes to credit terms.

7.18. All amounts payable under this agreement will be:

7.18.1. paid in pounds sterling (where you subscribe to the Accountant Edition in the UK) or Euros (where you subscribe in the Republic of Ireland); and

7.18.2. exclusive of value added tax (“VAT”) or similar sales tax, which if applicable and subject to receipt of a valid VAT invoice you shall pay, as well as all other duties, charges and taxes (if any) which shall be paid at the rate and in the manner for the time being prescribed by law.

7.19. While you understand that we have other rights and remedies, you agree that if any payment due to us is paid after the due date, we may charge you interest on a daily basis at the rate of 4% above the base rate of Lloyds Bank plc if you subscribe to the Accountant Edition in the UK (or The Bank of Ireland if you subscribe in the Republic of Ireland) from time to time in force, and from the due date until the date of actual payment. Interest shall accrue before as well as after judgment and in respect of any part payment. You agree to reimburse us for any costs (including our own and any third party costs) we incur in recovering any outstanding sums due to us from you.

7.20. All payments you make to us under this agreement will be made in full without any set-off, restriction or condition and without any deduction or withholding, unless you are required by law to make any such deduction or withholding.

7.21. Without prejudice to any other right or remedy we may have, if you fail to make any payment in accordance with this agreement or fail to perform any other obligation to us, we may at our option and upon written notice terminate this agreement or suspend performance of our obligations under this agreement until such time that you make payment or perform such obligation in full.

8. Sage Marks and Sage Materials

8.1. You must not:

8.1.1. use or permit any third party to use any Sage Mark (as defined below) or any mark, words, logo, device or any other branding which is the same as, or similar to or mimics any Sage Mark;

8.1.2. use any Sage Mark for any business reason (other than in relation to your legitimate and permitted use of Sage One) or as part of your corporate or business name;

8.1.3. use, create or register any trade mark which incorporates any Sage Mark or any similar mark, logo, words, device or any other branding; and/or

8.1.4. register or use as a domain name any Sage Mark, or any mark, words, logo, device or any other branding which is the same as, similar to or mimics any Sage Mark, without our prior written consent.

8.2. If you do use or register or have registered any Sage Mark or any mark, words, logo, device or other branding as more particularly described in clause 8.1, you will immediately on our request and at your own cost:

8.2.1. stop doing so and, if applicable, remove that Sage Mark or similar branding from the relevant registration or use;
8.2.2. transfer any registration incorporating any Sage Mark or similar branding to us.

8.3. You must only use Sage Materials in accordance with our written instructions and you must not modify Sage Materials or use them for any other purpose without our prior written consent.

8.4. You will immediately stop using Sage Materials (as defined below) upon our instruction and you will withdraw from circulation any such Sage Materials you have issued.

8.5. For the purposes of this agreement:

8.5.1. “Affiliates” means in relation to any company, any holding company of that company or any subsidiary of any such holding company (“holding company” and “subsidiary” having the same meanings as are assigned to each of them by section 1159 of the Companies Act 2006 (as amended)).

8.5.2. “Sage Mark” means any name, trade mark, trade name, insignia, logo, symbol or slogan (whether registered or not) owned or used by us or any of our Affiliates now or in the future anywhere in the world; and

8.5.3. “Sage Materials” means any marketing or promotional materials that we may at our sole discretion supply to you from time to time (if any) during the term of this agreement to enable you to actively promote Sage One or your membership to the programme.

9. What are each of our rights and obligations relating to Sage’s Intellectual Property Rights

9.1. You acknowledge that we or our licensors are the owners of the Sage Intellectual Property Rights (as defined below) and agree that except to the extent set out in this agreement, you acquire no interest in or to any of the Sage Intellectual Property Rights.

9.2. Except to the extent permitted by law, you will not do anything nor allow anything to be done which will or may damage or affect the validity of the Sage Intellectual Property Rights, including (without limitation) breaching any terms and conditions of this agreement or the Sage One Terms and Conditions of Use or which arises out of or in connection with you use of, or holding yourself out as the owner of, the Sage Intellectual Property Rights.

9.3. You will immediately inform us in writing if you become aware of any actual or potential infringement or invalidity of any of the Sage Intellectual Property Rights. You will at our request and expense sign, execute and do all such deeds, documents, acts and things (including allowing your name to be used in any proceedings) as we may reasonably require with a view to restraining such infringement (or preventing such invalidity) and/or obtaining damages and/or otherwise protecting our or our licensors’ rights.

9.4. You acknowledge that we are the owners of the goodwill in Sage One and agree that if any goodwill in Sage One is created or developed by your distribution of it in accordance with this agreement, the goodwill in Sage One will arise solely for our benefit. Nothing in this clause prevents you from benefiting from the goodwill you create or develop in your own business.

9.5. For the purpose of these conditions, “Sage Intellectual Property Rights” means any and all Sage Marks, the Sage Materials and all vested contingent and future intellectual property rights in and to Sage One including, without limitation, goodwill, reputation, rights in confidential information, copyright, trade marks and design rights whether registered or unregistered, logos, devices, plans, models, diagrams, specifications, source and object code materials, data and processes, patents, know how, trade secrets, inventions, get-up, database rights and (as applicable) any applications or registrations for the protection of these rights and renewals and extensions of them, existing in any part of the world, whether now known or created in the future.

10. Our liability and responsibility to you if something goes wrong

10.1. Subject always to clauses 10.2, 10.3 and 10.4 below, our total liability to you arising under or in connection with this agreement whether in contract, tort (including for negligence or breach of statutory duty), misrepresentation or otherwise will not exceed an amount equal to the total of:

10.1.1. the fees paid or payable by you to us for your annual programme or network membership in the 12 month period in which the claim arose; and

10.1.2. where a claim relates to a client who pays you directly for their use of Sage One (such that they are not a Direct Billing Customer), the fees you have paid to us for your client’s use of the relevant Sage One product during the 12 month period immediately preceding the date on which the claim arose (such relevant Sage One product being the product forming the subject matter of the claim); and/or

10.1.3. where a claim relates to a Direct Billing Customer, the Commission we have paid or is payable to you for the relevant Sage One product for that Direct Billing Customer during the 12 month period in which the claim arose (such relevant Sage One product being the product forming the subject matter of the claim).

10.2. We will not be responsible for any of the following, even if we knew or should have known there was a possibility you could experience:

10.2.1. loss of profits, revenues or contracts, lost savings, business interruption, lost funding, loss of goodwill or reputation, wasted expenditure or loss or corruption of data, in each case whether arising directly or indirectly and whether it is known, foreseen or foreseeable; and/or

10.2.2. indirect, incidental, special, punitive or consequential loss or damage, whether it is known, foreseen or foreseeable.

10.3. Nothing in these conditions will exclude or limit your or our liability for:

10.3.1. fraud;

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

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

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

10.5. Your and our responsibilities under this agreement are reasonable because they reflect that:

10.5.1. we cannot control how, and for what purposes, you or your clients use Sage One;

10.5.2. we have not developed Sage One specifically for you or your clients; and

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

11. What is your responsibility to us if another person makes a claim against us relating to your obligations?

11.1. You will indemnify us for all third party claims which arise out of or in connection with:

11.1.1. your promoting, distributing and/or otherwise exploiting Sage One;

11.1.2. your supporting or providing any other service for Sage One; or

11.1.3. any breach or other failure by you of this agreement.

12. How this agreement may be brought to an end and what happens on termination

12.1. Without prejudice to any other right or remedy which we may have, we may exercise our right of suspension under clause 7.19 or, at our discretion, end this agreement immediately if we do not receive payment from you for any amounts you owe to us. Suspension of your access to your Accountant Edition account or the termination of this agreement (as the case may be) will also suspend or terminate the Sage One account of each client which is linked to your Accountant Edition account, and you accept that we will not be liable for any such suspension or termination.

12.2. You may end this agreement at any time by telephoning our loyalty team whose contact details are available on our Website or by sending us an email to [email protected] and we will confirm to you the date that this agreement will come to an end. If you end this agreement, you must pay all sums due to us under this agreement which are incurred up to and including the date of termination (and this will include, without limitation, payment by you of all fees due for your clients who have a Sage One account during the month of termination). Once this agreement ends you will not be entitled to receive any further Commission but we will pay you any Commission which is properly due to you up to and including the date of termination of this agreement. We will make this payment to you in accordance with clause 7 above.

12.3. We may end this agreement at any time upon 30 days’ written notice and, in such circumstances, we will repay to you any sums you have paid to us in respect of any unexpired portion of your subscription period for your Accountant Edition calculated from the date of termination.

12.4. If you or we discover that the other has done something which is not allowed by this agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement upon giving the other notice in writing.

12.5. This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become bankrupt (or something similar happens) or your business is unable to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances, we will have no further obligation to you and any monies due from you will become immediately due and payable to us in full.

12.6. Where we suspend or terminate your access to your Accountant Edition in accordance with this agreement, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee.

13. Anti-Bribery and Corruption

13.1. We do not tolerate bribery or corrupt practices and expect those we do business with to take the same stance. Accordingly you will:

13.1.1. comply with all applicable laws, regulations, codes and sanctions relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (“Relevant Requirements”);

13.1.2. have and maintain in place throughout the term of this agreement your own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

13.1.3. promptly report to us any request or demand for any undue financial or other advantage of any kind received by you in connection with the performance of this agreement;

13.1.4. immediately notify us if a foreign public official becomes an officer or employee of your business or acquires a direct or indirect interest (and you wanted that no foreign public official is an officer, employee or direct or indirect owner of your business at the date of this agreement);

13.1.5. on request certify to us in writing your compliance with this clause and provide such supporting evidence of compliance as we may reasonably request.

13.2. Breach of this clause will be deemed a material breach of contract and will entitle us to terminate this agreement immediately without notice or further obligation to you.

13.3. For the purpose of this clause, the meaning of “adequate procedures” and “foreign public official” will be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively.

14. What else do you need to know?

14.1. If a court or similar body decides that any wording in this agreement cannot be enforced, that decision will not affect the remainder of this agreement, 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.

14.2. If you or we fail to, or delay in, exercising any rights under this agreement, that will not mean that those rights cannot be exercised in the future.

14.3. This agreement and the documents we refer to herein constitute is the entire agreement between you and us for your participation in the programme and your use of the Accountants Edition, and replaces all documents, information and other communications (whether spoken or written) between us for such participation and use.

14.4. Both of us agree that we are independent contractors and neither of us will represent ourselves as agent, servant, franchisee, joint venturer or partner of, or endorsed by, the other. You do not have and will not hold yourself out as having any authority to accept any order on our behalf. You agree not to pledge our credit, receive any money or give any receipt on behalf of us or compromise any debt due to us, or incur any other liability or obligation, or make any promise or representation on behalf of us or claim to do any such thing.

14.5. This agreement is personal to you and may not be assigned, subcontracted, licensed (including sub-licensed), charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. As an example, this means that if you sell the assets of your business, you cannot automatically transfer this agreement to the buyer.

14.6. A person who is not a party to this agreement has no right to enforce any term of it.

14.7. Where either party is required to notify the other party by email, the party will be deemed to have received the email on the first business day following transmission.

15. Which laws govern this agreement?

15.1. If you subscribe to the Accountant Edition in the United Kingdom, this agreement is 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 about this agreement.

15.2. If you subscribe to the Accountant Edition in the Republic of Ireland, this agreement is 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 disputes or claims about this agreement.

PART B: Special Terms for Sage One Payroll 5 Promotion – April 2015

1. From time to time we may offer promotions for certain Sage One services to our Sage One Accountants (as defined below). If we run such a promotion, it will be subject to these terms and conditions, unless we specify otherwise in writing.

2. This Promotion is brought to you by Sage (UK) Limited, North Park, Newcastle upon Tyne, NE13 9AA if you subscribe to Sage One Accountants’ Edition in the United Kingdom; or Sage Hibernia Limited trading as Sage Ireland (company registration number 300549, registered office: Unit 3096, Lake Drive, Citywest Business Park, Dublin 24) if you subscribe to Sage One Accountants Edition in the Republic of Ireland (“Sage”, “we”, “us”).

3. When we use the term “Sage One Accountants”, “you” and “your” in these terms and conditions, we mean those users who are registered with Sage as either a bookkeeper or an accountant and have a current subscription to use Sage One Accountants’ Edition. By participating in this Promotion (as defined below) you indicate your acceptance of these terms and conditions.

4. When we use the term “Promotion”, we mean our provision of ten (10) instances of the Sage One Payroll 5 service as more particularly described on our website at http://uk.sageone.com (the “Services”) for redemption by each Sage One Accountant at a discounted rate of 100% off the recommended retail price plus VAT or equivalent sales tax (as applicable) (the “Promotional Discount”) in accordance with the terms and conditions set out below.

5. With effect from 29 April 2015 (or such other date as we may specify), the Services available under this Promotion will be available to “Subscription Customers”. By “Subscription Customers” we mean an end user customer of yours who is either an existing end user customer of Sage One or a new end user customer to Sage One and for whom, in each case, you place an order with us to redeem one (1) or more of the Services at the Promotional Discount. This means that existing end user customers of Sage One (including, without limitation, if that customer already has an active subscription with any of the Sage One services) will now qualify as a Subscription Customer. In addition, an existing end user customer who elects to upgrade or downgrade an existing Sage One service will also qualify as a Subscription Customer under this Promotion.

6. You understand and agree that the Services will be available for redemption by you in accordance with the following:

6.1. the ten (10) instances of the Services will be available for redemption by you at the Promotional Discount up to and including 31 March 2016 (the “Payroll Promotion Expiry Date”). You agree to redeem the Services as soon as possible following the set-up of the account for your Subscription Customers pursuant to clause 6 below. Please note that the earlier you redeem the Services, the longer that each instance of Sage One Payroll 5 will be made available to you at the Promotional Discount otherwise charges may apply in accordance with clause 6.2 below;

6.2. where a Sage One Payroll 5 Service has been redeemed by you on or before the Payroll Promotion Expiry Date, any use of that service which occurs after that date (regardless of the date on which the actual Service was redeemed), shall become a chargeable service at our then-current price list for Sage One services (plus VAT or equivalent sales tax) as specified on our website from time to time (the “Current List Price”). We shall be entitled to charge you the Current List Price for any use of the Services (unless we notify you otherwise in writing) and which shall be payable by you pursuant to clause 7 below; and

6.3. if any instances of the Services are not redeemed on or before the Payroll Promotion Expiry Date, those instances will expire automatically without notice and will no longer be available for use.

7. All Subscription Customers must be linked via your Sage One Accountants’ Edition and you must follow all of the instructions we provide you from time to time when setting up the account for your Subscription Customers. This will include, without limitation, your selection of the “subscription paid by” and “accountant” from the drop-down menus in your Sage One Accountants’ Edition and by also providing your valid direct debit details when prompted to do so. Once the account for your Subscription Customer has been accepted by us, we will send the Subscription Customer an email with instructions for them to activate the Services you have selected for them. Upon completion of this activation, the Subscription Customer will be able to use those Services.

8. You agree that where any fees are payable to us for the Services (or any of them), you will pay those fees directly to Sage in accordance with the Sage Online Accounting Programme terms and conditions set out in Part A above. As with all Sage software and services you supply to your end user customers, you are free to set at your sole and exclusive discretion any fees payable by your end user customers. This applies also to any fees you may wish to charge a Subscription Customer for their use of the Service.

9. The Promotional Discount applies only to the Services. Any further subscriptions for additional Sage One services will be at our Current List Price for that Sage One service. Any upgrades (or subsequent downgrades) to the Services (regardless of when that upgrade or downgrade occurs) will terminate your right to receive the Services at the Promotional Discount with immediate effect, whereupon you agree to pay our Current List Price for any continued use of the Services.

10. When entering this Promotion you agree that we may use your personal details to administer and run this Promotion and to send you other marketing material relating to any of our products or services. We will retain the personal details you submit on our database for a reasonable period of time and we may need to share your details with our agents or contractors who help us to run our marketing and promotional activities. If you do not consent to such use of your personal details please do not enter this Promotion. If you would like to know more about how we use personal details, please review our privacy policy.

11. Where the Services are redeemed by you at the Promotional Price and activated by your Subscription Customer under or in connection with this Promotion no commission shall be payable to you. If, but only to the extent that, Sage receives payment from you for a Subscription Customer for their use of the Services for a period of not less than 30 days from the date that such payment by you to us commences, you may qualify for commission for that Subscription Customer but we will confirm this to you at the time. If, for any reason, payment is not received by us from you for a Subscription Customer when due, we reserve the right to withhold or recover or otherwise recoup the value of any commission we have paid to you where such non-payment has occurred.

12. These terms and conditions apply in addition to the Sage One standard terms and conditions of use which are available at http://uk.sageone.com/terms-conditions/ (the “Sage One Terms of Use”). If these terms and conditions conflict or contradict the Sage One Terms of Use, these terms and conditions will apply.

13. We shall not be liable to you if you suffer any loss or damage by entering this Promotion (including without limitation any loss of profits, loss of revenue, loss of goodwill that arises out of or in connection with your participation in this Promotion) or from our refusal to allow you take part in this Promotion or our withdrawal of this Promotion or any other failure or inability by you to participate in or benefit from this Promotion for any reason. Nothing in these terms and conditions excludes or limits our liability in respect of personal injury or death caused by our negligence, or for fraud.

14. We reserve the right to change these terms and conditions and/or withdraw this Promotion at any time without notice. This Promotion cannot be used in conjunction with any other offer, is not available to any employees of Sage (UK) Limited or Sage Pay Europe Limited and is only available to residents of the United Kingdom (England, Wales Scotland and Northern Ireland) and the Republic of Ireland.

15. If you subscribe to Sage One Accountants’ Edition in the United Kingdom, these terms and conditions (and all non-contractual claims and 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 disputes or claims which arise out of or in connection with this Promotion. If you subscribe to Sage One Accountants’ Edition in the Republic of Ireland these terms and conditions (and all non-contractual claims and 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 disputes or claims which arise out of or in connection with this Promotion.

PART C: Special Terms for Cashbook Promotion – May 2015

1. This Cashbook Promotion is brought to you by Sage (UK) Limited, North Park, Newcastle upon Tyne, NE13 9AA if you subscribe to Sage One Accountants’ Edition in the United Kingdom; or Sage Hibernia Limited trading as Sage Ireland (company registration number 300549, registered office: Unit 3096, Lake Drive, Citywest Business Park, Dublin 24) if you subscribe to Sage One Accountants Edition in the Republic of Ireland (“Sage”, “we”, “us”).

2. When we use the term “Sage One Accountants”, “you” and “your” in these terms and conditions, we mean those users who are registered with Sage as either a bookkeeper or an accountant and have a current subscription to use Sage One Accountants’ Edition. By participating in this Cashbook Promotion (as defined below) you indicate your acceptance of these terms and conditions.

3. When we use the term “Cashbook Promotion”, we mean our provision of fifty (50) instances of the Sage One Cashbook service as more particularly described on our website at http://uk.sageone.com (the “Cashbook Service”) for redemption by each Sage One Accountant at a discounted rate of 100% off the recommended retail price plus VAT or equivalent sales tax (as applicable) (the “Cashbook Promotional Discount”) in accordance with the terms and conditions set out below.

4. With effect from 6 May 2015 (or such other date as we may specify), the Cashbook Services under this Cashbook Promotion will be available to “Subscription Customers”. By “Subscription Customers” we mean an end user customer of yours who is either: (i) an existing end user customer of Sage One Payroll 5, Sage One Payroll 10 or Sage One Payroll 15; or (ii) an end user customer who is new to Sage One and, in the case of (i) and (ii), you place an order with us to redeem the Cashbook Service at the Cashbook Promotional Discount. Please note that this Cashbook Promotion is not available to existing end user customers of Sage One (for example, where that customer already has an active subscription for any Sage One service). It is also not available to existing end user customers who elect to downgrade an existing Sage One Accounts service or an existing Sage One Accounts Extra service to take advantage of this Cashbook Promotion.

5. You understand and agree that the Cashbook Service will be available for redemption in accordance with the following:

5.1. the fifty (50) instances of the Cashbook Service will be available for redemption at any time by you for your Subscription Customers at the Cashbook Promotional Discount; provided however that, you agree to redeem the Cashbook Service as soon as possible following the set-up of the account for your Subscription Customers pursuant to clause 6 of this Cashbook Promotion; and

5.2. except for where you have redeemed Sage One Payroll 5 under the Promotion referred to in Part B above (which shall be provided to you at the Promotional Discount until the Payroll Promotion Expiry Date in accordance with the terms and conditions set out in Part B (thereafter charges will apply)), where the Cashbook Service is used with or receives additional functionality via another Sage One service such as (but without limitation) the Bank Feed Service (as defined in clause 6.9 of Part A above) (the “Additional Sage One Service”), any use of that Additional Sage One Service shall be chargeable at our then-current price list for that Additional Sage One Service (plus VAT or equivalent sales tax) as specified on our website from time to time (the “Current List Price”). We shall be entitled to charge you the Current List Price for any use of such Additional Sage One Services which you agree to pay pursuant to clause 6 of this Cashbook Promotion.

6. All Subscription Customers must be linked via your Sage One Accountants’ Edition and you must follow all of the instructions we provide you from time to time when setting up the account for your Subscription Customers. This will include, without limitation, your selection of the “subscription paid by” and “accountant” from the drop-down menus in your Sage One Accountants’ Edition and by also providing your valid direct debit details when prompted to do so. Once the account for your Subscription Customer has been accepted by us, we will send the Subscription Customer an email with instructions for them to activate the Cashbook Service you have selected for them. Upon completion of this activation, the Subscription Customer will be able to use those Cashbook Services.

7. You agree that where any fees are payable to us, you will pay those fees directly to Sage in accordance with the Sage Online Accounting Programme terms and conditions set out in Part A above. As with all Sage software and services you supply to your end user customers, you are free to set at your sole and exclusive discretion any fees payable by your end user customers. This applies also to any fees you may wish to charge a Subscription Customer for their use of the Cashbook Service.

8. The Cashbook Promotional Discount applies only to the Cashbook Services referred to in clause 5.1 of this Cashbook Promotion. As specified in clause 6.2 of this Cashbook Promotion, any further subscriptions for Additional Sage One Services will be at our Current List Price for that Additional Sage One Service. Any upgrades (or subsequent downgrades) to the Cashbook Service (regardless of when that upgrade or downgrade occurs) will terminate your right to receive the Cashbook Service at the Cashbook Promotional Discount with immediate effect, whereupon you agree to pay our Current List Price for any continued use of the Cashbook Service.

9. When entering this Cashbook Promotion you agree that we may use your personal details to administer and run this Cashbook Promotion and to send you other marketing material relating to any of our products or services. We will retain the personal details you submit on our database for a reasonable period of time and we may need to share your details with our agents or contractors who help us to run our marketing and promotional activities. If you do not consent to such use of your personal details please do not enter this Promotion. If you would like to know more about how we use personal details, please review our privacy policy.

10. Where the Cashbook Services are redeemed by you at the Cashbook Promotional Price and activated by your Subscription Customer under or in connection with this Cashbook Promotion, no commission shall be payable to you. If, and only to the extent that, Sage receives payment from you for a Subscription Customer for their use of an Additional Sage One Service for a period of not less than 30 days from the date that such payment by you to us commences, you may qualify for commission in respect of that Additional Sage One Service only (but not the Cashbook Service) but we will confirm this to you at the time. If, for any reason, payment is not received by us from you for a Subscription Customer when due, we reserve the right to withhold or recover or otherwise recoup the value of any commission we have paid to you where such non-payment has occurred.

11. These terms and conditions apply in addition to the Sage One standard terms and conditions of use which are available at http://uk.sageone.com/terms-conditions/ (the “Sage One Terms of Use”). If these terms and conditions conflict or contradict the Sage One Terms of Use, these terms and conditions will apply.

12. We shall not be liable to you if you suffer any loss or damage by entering this Cashbook Promotion (including without limitation any loss of profits, loss of revenue, loss of goodwill that arises out of or in connection with your participation in this Cashbook Promotion) or from our refusal to allow you take part in this Cashbook Promotion or our withdrawal of this Cashbook Promotion or any other failure or inability by you to participate in or benefit from this Cashbook Promotion for any reason. Nothing in these terms and conditions excludes or limits our liability in respect of personal injury or death caused by our negligence, or for fraud.

13. We reserve the right to change these terms and conditions and/or withdraw this Cashbook Promotion at any time without notice. Except for the Sage One Payroll 5 Promotion referred to in Part B above which can be used in conjunction with this Cashbook Promotion, this Cashbook Promotion cannot be used in conjunction with any other offer, is not available to any employees of Sage (UK) Limited or Sage Pay Europe Limited and is only available to residents of the United Kingdom (England, Wales Scotland and Northern Ireland) and the Republic of Ireland.

14. If you subscribe to Sage One Accountants’ Edition in the United Kingdom, these terms and conditions (and all non-contractual claims and 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 disputes or claims which arise out of or in connection with this Cashbook Promotion. If you subscribe to Sage One Accountants’ Edition in the Republic of Ireland these terms and conditions (and all non-contractual claims and 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 disputes or claims which arise out of or in connection with this Cashbook Promotion.

PART D: Special Terms for Bank Feeds Promotion – May 2015

1. This Bank Feeds Promotion is brought to you by Sage (UK) Limited, North Park, Newcastle upon Tyne, NE13 9AA if you subscribe to Sage One Accountants’ Edition in the United Kingdom; or Sage Hibernia Limited trading as Sage Ireland (company registration number 300549, registered office: Unit 3096, Lake Drive, Citywest Business Park, Dublin 24) if you subscribe to Sage One Accountants Edition in the Republic of Ireland (“Sage”, “we”, “us”).

2. When we use the term:

2.1. “Bank Feeds Promotion”, we mean our provision to you of a reward contingent upon you achieving certain activation targets for Sage One Bank Feeds between 1 June 2015 and 23:59 on 30 June 2015 (the “Promotional Period”) in accordance with the terms and conditions set out below;

2.2. “Cashbook Promotion” means the promotion launched earlier this month as detailed in the Special Terms for Cashbook Promotion set out in Part C of the Sage Online Accounting Programme Terms and Conditions;

2.3. “Promotional Period” means the period from and including 1 June 2015 until 23:59 on 30 June 2015;

2.4. “Sage One Accountants”, “you” and “your” in these terms and conditions, we mean those users who are registered with Sage as either a bookkeeper or an accountant and have a current subscription to use Sage One Accountants’ Edition; and

2.5. “Sage One Cashbook Promotion Clients” means a client to whom you provide Sage One Cashbook as part of the 50 free Cashbook units you are entitled to under the Cashbook Promotion.

3. By participating in this Bank Feeds Promotion you indicate your acceptance of these terms and conditions. This Bank Feeds Promotion is in conjunction with the Cashbook Promotion.

4. During the Promotional Period, we will track the number of Sage One Cashbook Promotion Clients who activate Sage One Bank Feeds and you agree to be responsible for the payment of the monthly fee for such activated Sage One Bank Feeds.

5. For every ten (10) Sage One Bank Feed activations you achieve during the Promotional Period in accordance with clause

4, we will reward you with one (1) instance of Sage One Accounts Extra free of charge up to a maximum of five (5) instances free of charge if you achieve fifty (50) or more activations of Sage One Bank Feeds. The instances of Sage One Accounts Extra provided to you under this clause 5 shall be provided free of charge for the life of Sage One Accounts Extra.

6. As specified in clause 4 above, all fees for Sage One Bank Feeds will be paid to Sage directly by you in accordance with the Sage Online Accounting Programme terms and conditions set out in Part A above and you will be entitled to commission on these payments. As with all Sage software and services you supply to your end user customers, you are free to set at your sole and exclusive discretion any fees payable by your end user customers.

7. When entering this Bank Feeds Promotion you agree that we may use your personal details to administer and run this Bank Feeds Promotion and to send you other marketing material relating to any of our products or services. We will retain the personal details you submit on our database for a reasonable period of time and we may need to share your details with our agents or contractors who help us to run our marketing and promotional activities. If you do not consent to such use of your personal details please do not enter this Bank Feeds Promotion. If you would like to know more about how we use personal details, please review our privacy policy.

8. These terms and conditions apply in addition to the Sage One standard terms and conditions of use which are available at http://uk.sageone.com/terms-conditions/ (the “Sage One Terms of Use”). If these terms and conditions conflict or contradict the Sage One Terms of Use, these terms and conditions will apply.

9. We shall not be liable to you if you suffer any loss or damage by entering this Bank Feeds Promotion (including without limitation any loss of profits, loss of revenue, loss of goodwill that arises out of or in connection with your participation in this Bank Feeds Promotion) or from our refusal to allow you take part in this Bank Feeds Promotion or our withdrawal of this Bank Feeds Promotion or any other failure or inability by you to participate in or benefit from this Bank Feeds Promotion for any reason. Nothing in these terms and conditions excludes or limits our liability in respect of personal injury or death caused by our negligence, or for fraud.

10. We reserve the right to change these terms and conditions and/or withdraw this Bank Feeds Promotion at any time without notice. Except for the Cashbook Promotion, this Bank Feeds Promotion cannot be used in conjunction with any other offer, is not available to any employees of Sage (UK) Limited or Sage Pay Europe Limited and is only available to residents of the United Kingdom (England, Wales Scotland and Northern Ireland) and the Republic of Ireland.

11. If you subscribe to Sage One Accountants’ Edition in the United Kingdom, these terms and conditions (and all non-contractual claims and 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 disputes or claims which arise out of or in connection with this Bank Feeds Promotion. If you subscribe to Sage One Accountants’ Edition in the Republic of Ireland these terms and conditions (and all non-contractual claims and 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 disputes or claims which arise out of or in connection with this Bank Feeds Promotion.