Product Terms and Conditions
These product terms and conditions are accepted upon
installation or upgrade of your Sage payroll software; Sage
Micropay Professional and Sage Quickpay.
SOFTWARE LICENCE AGREEMENT
(English Language Only)
Before you, (the "Customer"), click on the
"I Agree" button at the end of this software licence agreement (the
"Agreement") and install the software (the "Software"), carefully
read the terms and conditions contained in this Agreement.
You should print off a copy of this Agreement and retain it for
your records. By clicking on the "I Agree" button and installing
the Software the Customer signifies its acceptance of the terms and
conditions contained in this Agreement and is thereby entering into
a legally binding agreement. If the Customer does not agree
to be bound by the terms and conditions of this Agreement the
Customer should click on the "NO" button at the end of this
Agreement and should not install or use the Software. If the
Customer has obtained the Software directly from Sage Hibernia
Limited trading as Sage Ireland and referred to as "Sage Ireland"
in this Agreement, the Customer should return the Software and its
associated documentation to Sage Ireland in accordance with the
returns procedure which is available on Sage Ireland's website at
www.sage.ie, or by telephoning Sage Ireland directly on 353-1-642
0800. If the Software and its associated documentation was
acquired from a third party, the Customer should contact the third
party directly in order to return the Software in accordance with
that party's refunds policy (if any).
1. LICENCE GRANT
1.1 When the
Customer clicks on the "I Agree" button, Sage Ireland hereby grants
the Customer, in consideration of the Customer's acceptance and
continued observance of the terms of this Agreement together with
the licence fees paid by the Customer for the Software, a
non-assignable, non-transferable, non-exclusive licence to use the
Software, on a single computer (for the single-user version), or on
a single network server accessed by multiple computers (for the
multi-user version), on the terms and conditions contained herein.
Copyright and other intellectual property rights in the Software
shall at all times remain vested in Sage Ireland and the Customer's
rights in the Software shall be limited to those of a user licensed
under the terms of this Agreement, such use also to be limited to
the Customer's internal business purposes only.
1.2 How long your
licence lasts depends on the software and why you are using it.
When you buy a licence to use our software
we (or your supplier) will tell you how long you may use it
for. We may tell you in person, on our website or by using a
notice in our software (and this will be confirmed in any
documentation we give to you). Your right to use the software will
(unless the Agreement is ended as described below)be for a
specified period of time following installation (for example, this
may be monthly or yearly and will be subject to you paying our
applicable fees). This period will reflect our current software
licensing structure.
You will not be allowed to use the software
after that specified period ends unless we extend your right to use
the software. The way we extend your right to use the software will
depend on the software you are using. We (or your supplier) will
tell you how to extend your right to use the software in each
case.
We also allow use of some of our software
on a temporary basis to let you assess its suitability for your
needs (we sometimes refer to this as a ‘trial’ or ‘demonstration’).
We (or your supplier) will tell you if you are only able to use the
software in this way before you receive it. If you want to use the
software after the end of the temporary period you will need to
activate it using an activation key that we will provide to you (if
you also agree to pay our fees). After you have activated the
software all of the terms of this Agreement will continue to apply
to you. If you do not activate the software, it will stop working
and you should remove it in the way described under paragraph 7
below.
2. WARRANTY AND
MAINTENANCE
2.1 Sage Ireland warrants that for a
period of 90 days from delivery:
2.1.1 the
physical media on which the Software is supplied will be free from
defects and workmanship; and
2.1.2 the
Software will perform substantially in accordance with the relevant
user documentation.
THE WARRANTIES SET OUT IN THIS CLAUSE 2 ARE
IN LIEU OF ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS,
WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE COMMON LAW OR
OTHERWISE INCLUDING, WITHOUT LIMITATION, THE IMPLIED TERMS OF
SATISFACTORY OR MERCHANTABLE QUALITY, FITNESS FOR PURPOSE AND
DESCRIPTION WHICH ARE HEREBY SPECIFICALLY AND UNRESERVEDLY EXCLUDED
TO THE FULLEST EXTENT PERMITTED BY LAW. SAGE IRELAND DOES NOT
WARRANT THAT THE SOFTWARE WILL MEET THE CUSTOMER'S REQUIREMENTS OR
THAT THE OPERATION OF IT WILL BE UNINTERRUPTED OR ERROR FREE.
SAGE IRELAND DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING
THE USE OF THE SOFTWARE OR THE RESULTS OF SUCH USE IN TERMS OF
CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR
WRITTEN COMMUNICATIONS BY OR ON SAGE IRELAND'S BEHALF SHALL CREATE
A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES SAGE
IRELAND HAS GIVEN.
2.2 Prior to the end of any free
trial period for the Software which may be notified to the Customer
by Sage Ireland (the "Expiry Date"), Sage Ireland may (at its
discretion) provide the following maintenance and support services
("Maintenance and Support") to the Customer :-
(a) error corrections; and
(b) product updates; and
(c) telephone assistance.
Telephone assistance when provided will be
on Mondays to Fridays from 9.00am to 5.00pm excluding Bank
Holidays. Whilst Sage Ireland will use reasonable endeavours to
resolve any problems the Customer experiences, Sage Ireland does
not guarantee that any telephone assistance that is given will be
successful in resolving problems (in whole or in part).
2.3 After the Expiry Date,
annual Maintenance and Support (including the right to receive
product updates) may be purchased from Sage Ireland at Sage
Ireland's then current rates. The prevailing terms and
conditions relating to the provision of Maintenance and Support
after the Expiry Date can be found on Sage Ireland's website at
www.sage.ie.
3. LIABILITY
3.1 SAGE IRELAND WILL ACCEPT
LIABILITY WITHOUT LIMITATION FOR DEATH OR PERSONAL INJURY RESULTING
FROM THE NEGLIGENCE OF SAGE IRELAND AND SAGE IRELAND WILL FURTHER
ACCEPT ALL LIABILITY IN THE TORT OF DECEIT.
3.2 SUBJECT TO CLAUSE 3.1, SAGE
IRELAND SHALL NOT BE LIABLE IN CONTRACT, TORT OR OTHERWISE FOR LOSS
OF PROFITS (DIRECT OR INDIRECT) LOSS OF REVENUE, LOSS OF
ANTICIPATED SAVINGS LOSS OF GOODWILL OR ANY INDIRECT OR
CONSEQUENTIAL LOSS OR DAMAGE, HOWSOEVER ARISING, EVEN IF SUCH LOSS
OR DAMAGE RESULTED FROM ITS NEGLIGENCE OR WAS REASONABLY
FORESEEABLE OR SAGE IRELAND HAS BEEN ADVISED OF THE POSSIBILITY OF
THE CUSTOMER INCURRING THE SAME.
3.3 SUBJECT TO CLAUSE 3.1, SAGE
IRELAND'S TOTAL LIABILITY WHETHER IN CONTRACT, TORT OR OTHERWISE
RELATING TO THE SOFTWARE, THE PERFORMANCE OR NON-PERFORMANCE OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE ARISING OUT OF OR IN
RELATION TO THIS AGREEMENT SHALL BE LIMITED TO THE PURCHASE PRICE
OF THE SOFTWARE.
4. COPYING OF PROPRIETARY
INFORMATION
The Customer agrees not to reproduce, copy
or duplicate translate, adapt, arrange or alter any part of or all
of the Software and to prevent its agents, employees and
representatives from copying, translating, adapting, arranging,
altering or duplicating any part of or all of the Software, except
for back-up, interoperability or archival purposes (in each case to
the extent permitted by law), without the prior written consent of
Sage Ireland. Should any portion of the Software be copied or
duplicated for other reasons than back-up, interoperability or
archival purposes, the Customer shall immediately notify Sage
Ireland of the circumstances surrounding such event and shall
assist Sage Ireland in enforcing its rights against any parties who
are in violation of this Agreement.
5. INDEMNIFICATIONS
5.1 Sage Ireland shall
indemnify the Customer against final judgements in favour of third
parties in respect of claims by third parties based on use by the
Customer of the Software alleged to infringe any copyright, patent,
trade mark, trade secret, proprietary information or other
intellectual property right of the third party. The Customer shall
promptly notify Sage Ireland in writing on the Customer first
becoming aware of any circumstances which might give rise to a
claim by the Customer under this clause and if the Customer fails
to give such prompt notification, the Customer's right to an
indemnity from Sage Ireland shall be extinguished. The Customer
shall give and procure for Sage Ireland the exclusive right to
conduct negotiations and litigation on the Customer's behalf
(including the right to issue, settle and defend proceedings in the
Customer's name) against an indemnity by Sage Ireland for any costs
which may be awarded against the Customer in connection with any
claim which may give rise to a claim for an indemnity under this
clause and shall assist Sage Ireland in the conduct of such
negotiations and litigation as Sage Ireland may require. If the
circumstances are notified to Sage Ireland as provided in this
clause, Sage Ireland reserves the right at its sole option to:-
(i) replace the Software with a
compatible, functionally equivalent, and non-infringing product;
or
(ii) obtain at Sage Ireland's cost, a
licence for the Customer to continue using of the Software; or
(iii) refund the price paid by the Customer
for the Software and terminate the licence.
5.2 Sage Ireland's indemnity
under clause 5.1 shall not apply to any use of the Software which
has been in anyway modified or adapted (otherwise than by Sage
Ireland or with Sage Ireland's consent) after the Software is
delivered by Sage Ireland to the Customer if the claim in question
would not have arisen but for such modification or adaption.
5.3 Clauses 5.1 and 5.2 state
the entire obligation and liability of Sage Ireland and the sole
remedy of the Customer with respect to any infringement or alleged
infringement of any intellectual property right resulting from the
use of the Software or any related materials.
6. LICENCE MANAGER
TECHNOLOGY
The software also contains technology which
checks specific information that is directly relevant to your use
of the software and which is contained in your computer, as against
our records to make sure that the software is being used as
intended and for trouble shooting any problems. We may also use the
information we collect about your usage in our development work.
You agree that we may use this technology in the software. Please
be aware that if your usage of the software is not as intended, we
will contact you, and continued non-authorised usage may result in
this agreement ending.
7. TERMINATION
Sage Ireland may terminate this Agreement,
without refund, immediately if the Customer fails to comply with
any of the provisions of this Agreement and, if capably of remedy,
does not rectify such non-compliance within 30 days of Sage
Ireland's written notice thereof. In such an event, the
Customer shall immediately cease use of the Software and, at its
own expense, remove from its computers all copies (including
on-line, back-up and archival) of all the Software and return them
to Sage Ireland or destroy them.
8. NON-TRANSFERABLE
LICENCE
The Customer acknowledges that the Software
is the sole property of Sage Ireland and agrees not to assign,
sub-licence or otherwise transfer the Software in any manner from
the original single computer or single network computer upon which
it was initially installed for use without:-
(i) notifying Sage Ireland promptly
in writing;
(ii) payment of any applicable upgrade
charges;and
(iii) prior written consent of Sage
Ireland.
9. BINDING AGREEMENT;
ENTIRE AGREEMENT
Upon acceptance of this Agreement by both
parties, this Agreement shall constitute the entire Agreement
between the parties and shall supersede all other oral or written
agreements, representations, understandings or communications
between the parties. Sage Ireland shall not be bound by additional
provisions or provisions at variance herewith that may appear in
the Customer's acknowledgement, purchase order, or in any other
communication between the Customer and Sage Ireland.
Any product updates to the Software that may be supplied by Sage
Ireland will be governed by the same terms and conditions of this
Agreement.
10. DATA PROTECTION
10.1 Sage Ireland may be provided
with or collect information about the Customer which includes
personal data (for the purposes of applicable data protection
legislation) of the Customer's employees and agents.
10.2 Sage Ireland will use such
personal data for the purposes of administration, providing the
Customer with any services that Sage Ireland at its sole discretion
may provide to the Customer and as may be otherwise required by law
or applicable regulatory or governmental authorities. Sage
Ireland may also wish to use such personal data for the purposes of
contacting the Customer (via the Customer's employees or agents)
about products and services which Sage Ireland or other members of
Sage Ireland's group (or carefully selected third parties) offer
and which Sage Ireland believe may be of interest to the Customer.
The Customer shall ensure that any disclosure of personal data made
by it or by its employees or agents which relates to the Customer's
employees or agents is only made following notification by the
Customer to data subjects of the purposes (as specified in this
clause 9) for which their personal data may be processed by or on
behalf of Sage Ireland, and is otherwise fair and lawful. If
the Customer does not wish the Customer's employees or agents to
receive such communications or they do not wish to receive such
communications, indicate this by notifying Sage Ireland of this
fact at any time after entering into this Agreement.
11. MODIFICATION / WAIVER
This Agreement may not be modified except
by a written addendum signed by duly authorised representatives of
both parties. No term or provision shall be deemed waived and no
breach consented to unless such waiver or consent shall be in
writing and signed by the party claimed to have waived or
consented.
12. ASSIGNMENT
The Customer may not assign, transfer or
otherwise dispose of its rights and obligations under this
Agreement without the prior written consent of Sage Ireland.
This Agreement is assignable by Sage Ireland.
13. NOTICES
All notices and other communications
provided for or permitted under this Agreement shall be sufficient
if contained in writing and delivered by hand, or by prepaid
registered mail or by facsimile transmission. All such notices or
communications shall be deemed received on delivery if delivered by
hand, or after 2 working days if sent by prepaid registered mail or
on the following working day if sent by facsimile transmission.
14. SURVIVAL
The Customer's obligations under paragraphs
2, 3 and 4 shall survive the termination of this Agreement.
15. SEVERABILITY
If any provision of this Agreement shall be
held void, unenforceable or contrary to law, such provision shall
be deemed to have been excluded from this Agreement ab initio and
shall not affect any other provision of this Agreement, the
remainder of which shall be construed as if the excluded provision
had never formed part of it.
16. HEADINGS
The headings in this Agreement are for
convenience only and do not in any way affect the construction or
interpretation of the clauses in the Agreement.
17. THIRD PARTY RIGHTS
No third party shall have any right to
enforce the terms of this Agreement and the provisions of the
Contracts (Rights of Third Parties) Act 1999 shall not apply.
18. GOVERNING LAW
This Agreement will be governed by and
construed in accordance with the laws of Ireland (excluding
Northern Ireland) and the parties hereby submit to the non -
exclusive jurisdiction of the Irish courts.
Sage Hibernia Limited trading as Sage
Ireland, 3096 Lake Drive, Citywest Business Park, Dublin 24
Tel: 353-1-642 0800 Fax:
353-1-642 0899 www.sage.ie