Sage Marketplace Terms

1. Scope

Sage operates an online marketplace consisting of an online portal and associated websites hosted by AppDirect, Inc (“AppDirect”) through which Sage, independent software vendors and other third parties (independent software vendors and other third parties being “ISVs” and each an "ISV") make products and services (“Applications” and each an "Application”) available to you (“you” or “your”) (“Sage Marketplace”).

These terms (“Terms”) together with our Privacy Policy (“Privacy Policy”) govern your use of the Sage Marketplace including, without limitation, and to the extent applicable, the access, review, purchase and/or download of any Application. However, the performance and use of any Application is subject to separate terms and conditions of Sage or the relevant ISV (which may include an end user agreement, privacy policy and/or cookies policy) (“Provider Terms”).

Please read the Terms carefully because they form a legal agreement between you and Sage. If you are accessing and/or using the Sage Marketplace on behalf of (whether in your capacity as an officer, director, employee, consultant, agent or otherwise) a person, company, entity or organisation (“Subscriber”), you represent and warrant that you have the authority to act on behalf of the Subscriber and bind the Subscriber to these Terms and for the purposes of these Terms “you” and “your” shall refer to such Subscriber. For the avoidance of any doubt, the Subscriber shall be:

the person, company, entity or organisation that is a direct customer of Sage (“Direct Customer”), where you are an employee, officer or consultant of a Sage Affiliate acting on behalf of such Direct Customer or you are an employee, officer or consultant of the Direct Customer;
a partner of Sage (“Partner”), where such Partner accesses and/or uses the Sage Marketplace to purchase an Application to resell to a customer (“Reseller Customer”); or
the person, company, entity or organisation that is customer of a Partner (“External Sales Agent Customer”), where such Partner is acting as a sales agent for the External Sales Agent Customer.

The Sage Marketplace is solely available for business users and is not available for consumers or any individuals under 18 years of age. By using the Sage Marketplace, you warrant and accept that you are at least 18 years of age and are accessing and/or using the Sage Marketplace for business purposes.

For the purposes of these Terms, “Sage”, “we” or “our” means Sage Global Services Limited or, in respect of the purchase of an Application pursuant to section 10 of these Terms, the applicable Sage entity described in Schedule 1. “Sage Group” shall mean The Sage Group plc and the Sage Affiliates. “Sage Affiliate” shall mean any entity that is directly or indirectly Controlled by, or under the common Control of, The Sage Group plc. “Control” shall mean the direct or indirect ownership or control of more than 50% of the voting interests in the relevant Sage Affiliate and “Controlled” shall be construed accordingly. “End Customer” shall mean any Direct Customer, Reseller Customer or External Sales Agent Customer.

2. Acceptance of terms

You agree to these Terms and Privacy Policy by accessing and using the Sage Marketplace. If you do not agree to them, you should immediately cease your use of the Sage Marketplace and you must not purchase and/or download any Application. In addition, by placing an order for an Application (“Order”), clicking to accept these Terms, or otherwise signifying your agreement to the Terms, you agree to be bound by the Terms in respect of your Order and/or purchase of an Application.

We may change these Terms from time to time without giving you notice, so you must read these Terms every time you access and use the Sage Marketplace and/or place an Order. The Terms published on the Sage Marketplace at the time you place your Order will apply to your Order unless we notify you of a change to these Terms before we have accepted your Order, or we are obliged to make a change to these Terms, for example, as a result of changes to the law.

3. License and use of the Sage Marketplace

A. License

Subject to you complying with these Terms and paying all applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable worldwide licence to access and use the Sage Marketplace for your internal business purposes.

B. Permitted uses

You agree not to access or use the Sage Marketplace for purposes that are inconsistent with our legitimate business interests. In particular, you are permitted to use the Sage Marketplace only in strict compliance with these Terms to (i) obtain information (so long as that information is not being gathered for a use in any manner which is or could be detrimental to us (unless such use is otherwise protected by law)); (ii) provide feedback or other constructive comments to us (both positive and negative); and/or (iii) review and/or buy Applications.

C. Restrictions

You agree that you shall not:.

decompile, disassemble, reverse engineer, decrypt or otherwise attempt to derive any source code from the Sage Marketplace or any Application;
modify, adapt or create any derivative applications or derivative works of, or from, the Sage Marketplace or any Application;
destroy or remove any intellectual property, confidentiality or other proprietary or legal markings or notices on the Sage Marketplace;
sell, license, lease, transfer, advertise, access, use or distribute the Sage Marketplace to any third party, except as expressly agreed by Sage in writing;
upload, post, input, add, transmit, display, store, distribute to, or otherwise make available through, the Sage Marketplace, content that (i) violates any legal, intellectual property rights, confidentiality or privacy rights of others; (ii) is inappropriate, inaccurate, illegal, or offensive; or (iii) that contains or triggers any viruses, Trojan horses, worms, malware, time bombs, cancelbots, corrupted files, or any other similar software, program or device that may be damaging;
access, use or distribute the Sage Marketplace for unlawful, fraudulent, infringing, inappropriate, or otherwise unsuitable purposes;
attempt to interfere with, disrupt or disable or circumvent or alter any method of measuring, tracking, recording or billing of Sage Marketplace;
extract and/or re-utilise any part of the Sage Marketplace;
use any data mining, robots, or similar data gathering and extraction tools to extract for re-utilisation any part of the Sage Marketplace; or
create and/or publish your own database that features any part of the Sage Marketplace.

D. Compliance with laws

You agree to comply with all applicable laws when accessing and using the Sage Marketplace.

4. Your account

You may need your own account to use the Sage Marketplace, and you may be required to be logged into the account and have a valid payment method associated with it. If there is a problem charging your selected payment method we may charge any other valid payment method associated with your account or set out in these Terms.

You are responsible for maintaining the confidentiality of your account, username and password and for restricting access to your computer, and to the extent permitted by applicable law, you agree to accept responsibility for all activities that occur under your account. You are also responsible for the confidentiality of the accounts, usernames and passwords of all of your authorised users. You should take all necessary steps to ensure that such usernames and passwords are kept confidential and secure and should inform us immediately if you have any reason to believe that any username and/or password has become known to anyone else, or if the username and/or password is being, or is likely to be used in an unauthorised manner.

You are responsible for ensuring that the details you (and each of your authorised users) provide us with are correct and complete, and for informing us of any changes to the information you have provided.

You (and your authorised users) must not use your account or the Sage Marketplace: (i) in any way that causes, or is likely to cause, the Sage Marketplace, or any access to it, to be interrupted, damaged or impaired in any way; or (ii) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity, or (iii) to cause annoyance, inconvenience or anxiety.

We reserve the right to refuse service, terminate accounts or remove or edit content if you are in breach of applicable laws, these Terms or any other applicable terms and conditions, guidelines or policies.

5. Changes to the Sage Marketplace

We reserve the right to modify, change or discontinue any part or all of the Sage Marketplace at any time and you agree that we shall not be liable to you or any third party for such modification, change or discontinuance. We may (but are not obliged to) notify you of any changes to the Sage Marketplace when you visit the Sage Marketplace, or via email. Providers may make changes to their Applications at any time without notice.

6. User generated content

You may post reviews, comments and other content on the Sage Marketplace, send electronic communications to us and submit suggestions, ideas, comments, questions or other information (“User Generated Content”), as long as the User Generated Content is not illegal, obscene, abusive, threatening, defamatory, invasive of privacy, infringing of intellectual property rights, or otherwise injurious to third parties or objectionable and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings or any form of "spam". You may not use a false e-mail address, impersonate any person or entity (unless you are given special rights by Sage to administer accounts and perform tasks on behalf of another person or entity), or otherwise mislead as to the origin of the User Generated Content. We reserve the right to remove or edit such User Generated Content. If you believe that any User Generated Content posted by other users of the Sage Marketplace contains a defamatory statement, or that your intellectual property rights are being infringed by such User Generated Content, please notify as soon as possible.

If you post any User Generated Content on the Sage Marketplace you grant the Sage Group (a) a non-exclusive, royalty-free licence to use, reproduce, publish, make available, translate and modify such User Generated Content throughout the world (including the right to sublicense these rights to third parties); and (b) the right to use the name that you submit in connection with such User Generated Content. No moral rights are transferred by this provision.

You represent and warrant that you own or otherwise control all of the rights to the User Generated Content that you post; that, as at the date that the User Generated Content is posted: (i) the User Generated Content is accurate; and (ii) use of the User Generated Content you supply does not breach any applicable policies or guidelines and will not cause injury to any person or entity (including that the content or material is not defamatory). You agree to indemnify Sage and its affiliated companies for all claims brought by a third party against Sage and/or its affiliated companies arising out of or in connection with the User Generated Content you supply except to the extent that any liability arises from our failure to properly remove the content when it is notified of the illegal nature of the User Generated Content arising out of or on the grounds of, or originating from the content that you have communicated to us.

You agree to use such User Generated Content at your sole risk and we shall not have any liability to you for content that may be found to be offensive, indecent, or objectionable.

For the avoidance of any doubt, any User Generated Content, whether publicly posted or privately transmitted, is the sole responsibility of the person or entity providing the User Generated Content, and Sage shall not be liable for any claims or losses arising from such User Generated Content.

7. Third party services and materials

The Sage Marketplace may contain information, services and materials from third parties (including ISVs and AppDirect) and/or or provide links to third party websites not under our control (“Third Party Materials”). Such Third Party Materials may be subject to restrictions and terms in addition to those set out in these Terms. You agree to comply with all such restrictions and terms and that any third party shall have the right to enforce these Terms with respect to the use of the Third Party Materials owned and/or supplied by that third party.

The Sage Marketplace and Applications may contain Open Source Software that is provided to you under the terms of the open source license agreement or copyright notice accompanying such Open Source Software, each of which you agree to comply with. As used herein, the term “Open Source Software” means any software, program, module, code, library, database, driver or similar component (or portion thereof) that is royalty free, proprietary software, the use of which requires any contractual obligations by the user to a third party or any license that has been approved by the Open Source Initiative, Free Software Foundation or similar group.

You acknowledge and agree that we are not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials.

We do not warrant or endorse and do not assume and will not have any liability or responsibility to you or any other person for any Third Party Materials. You agree to use such Third Party Materials at your sole risk and we shall not have any liability to you for Third Party Materials that may be found to be inaccurate, misleading, offensive, indecent, or objectionable.

WE DO NOT ENDORSE, WARRANT, OR GUARANTEE ANY APPLICATION, PRODUCT, INFORMATION OR SERVICE OFFERED BY ANY THIRD PARTY (INCLUDING ANY ISV) THROUGH THE SAGE MARKETPLACE, AND WILL NOT BE A PARTY TO ANY TRANSACTION BETWEEN YOU AND ANY SUCH THIRD PARTY, EXCEPT, AND TO THE EXTENT, AS OTHERWISE STATED IN THESE TERMS

Websites of third parties may contain links to the Sage Marketplace and that we have no responsibility or liability for any material on such web sites. We reserve the right to disable any unauthorised links to the Sage Marketplace on any third party website.

8. Confidential information

A. Your information

Except for the checkout pages, any account administration pages (including pages containing your leads, quotes, invoices and orders) and any other parts of the Sage Marketplace which are clearly identified as confidential or have restricted access (each a “Non-Public Forum”), the Sage Marketplace is intended to be a public forum and you agree not to provide us or other users of the Sage Marketplace with any confidential or proprietary information that you or the owner of the information do not intend to become public information. Except for information inputted into the checkout or account administration pages of the Sage Marketplace and any content clearly labelled as confidential that you upload into a Non-Public Forum, any information and/or content that you send or upload to the Sage Marketplace (including but not limited to any article, information, data, text, image, video, photograph, message, review, or posting to any forum or blog (“Your Content”) will be deemed NOT to be confidential or proprietary, and you expressly agree that you waive any trade secret or other confidentiality rights with respect to Your Content.

ALL UPLOADED INFORMATION OR CONTENT BY YOU INTO THE SAGE MARKETPLACE, WHETHER INTO A PUBLIC FORUM OR NON-PUBLIC FORUM, SHALL BE AT YOUR OWN RISK AND TO THE MAXIMUM EXTENT PERMITTED BY LAW SAGE TAKES NO RESPONSIBILITY FOR THE USE OR MISUSE OF ANY SUCH UPLOADED INFORMATION BY ANY OTHER USER OF THE SAGE MARKETPLACE.

B. Your access to confidential information

You agree not to reproduce any Confidential Information to which you are provided access through the Sage Marketplace in any form except as authorised at the time of disclosure. Any reproduction of our Confidential Information shall remain our property and shall contain any and all confidential or proprietary notices or legends which appear on the original. You agree to:

take all reasonable steps (defined below) to keep all Confidential Information strictly confidential;
to use Confidential Information solely as authorised at the time of disclosure; and
not to disclose any Confidential Information to any party without our prior written consent.

You do not acquire any rights in Confidential Information except the limited rights as described above. In no event shall you use Confidential Information to create, enhance, modify, rent, lease, loan, sell, distribute or create derivative works based on the Applications or Sage Marketplace, or compete with the Applications or the Sage Marketplace in whole or in part.

For the purposes of these Terms, “Confidential Information” shall mean all information of a confidential or proprietary nature, including all trade secrets and other information which we or third parties protect against unrestricted disclosure to others, which is either labelled confidential, accessed through a restricted area of the Sage Marketplace or reasonably identifiable as confidential based on the type of information and the manner of its disclosure, and “reasonable steps” means those steps you and/or your Company take to protect your own similar Confidential Information, which shall not be less than a reasonable standard of care.

9. Privacy and data protection

A. Personal information

You understand that we collect, use, store and process your personal data (including personal data owned, controlled or processed by the Subscribing Company and the End Customer) (“Personal Data”) in accordance with the terms of our Privacy Policy and you agree to comply with the Privacy Policy. Where you provide Personal Data of an End Customer you warrant and represent that you have all necessary rights, authorities, consents and approvals required to transfer such Personal Data to us in accordance with all applicable data protection laws.

B. Our data use

You understand and agree that we (and Sage Affiliates and third party service providers) collect, use, store and otherwise process your data for the purposes of improving or providing the Sage Marketplace, gathering business insights, providing you with personalised content and suggesting other products and services that may be of interest to you, subject to the terms of our Privacy Policy.

C. Payment information

Where we, through the Sage Marketplace, temporarily collect and utilise your credit card and/or direct debit information provided by you for the purposes of processing a purchase of an Application, the collection and processing of such information will be treated in compliance with our Privacy Policy and all applicable data protection laws.

D. Disclosure of information

You agree that we may access, preserve and disclose your information and/or content (including any Personal Data, account information and User Generated Content) if required to do so by law or to:

comply with a legal process;
respond to claims that any content violates the rights of third parties;
protect the rights, our property or personal safety, users of the Sage Marketplace, and the public; or
enable the Sage Marketplace to process business transactions (e.g. the purchase of Applications and/or referrals to ISVs). You explicitly agree that such information may be provided to any ISV for the purposes of delivery/distribution of an Application and/or to refer you to the ISV for the purchase of an Application and that the processing of such information by the ISV shall be governed by the ISV’s own privacy policy.

10. Buying applications through our ISV Marketplace

A. Suitability

The Sage Marketplace allows you to buy Applications. As you might expect, the Applications are not intended for everyone and we rely on you to check you are eligible to buy an Application and that the Application meets your specific needs before you place any Order.

B. Applications

Each Application offered on the Sage Marketplace (except any Sage branded Application which is provisioned by Sage directly) (“ISV Application”) is provided by an ISV and is not affiliated with Sage or AppDirect. Accordingly, you acknowledge and agree that neither Sage nor AppDirect are responsible for the provision, performance or use of any ISV Application, unless we confirm otherwise in writing.

We operate and provide the Sage Marketplace as a marketplace to you to enable you to purchase Applications. Where we refer you to an ISV to purchase an ISV Application, neither we nor our subcontractors become party to an agreement between you and the ISV in connection with the purchase, provision and/or use of the ISV Application, but only provide the Sage Marketplace as a service/infrastructure provider for such referral. Where you purchase an ISV Application from Sage via the Sage Marketplace, we are responsible for the delivery of, and access to, the Application only and neither we nor our subcontractors become a party to any agreement between you (or an End Customer) and the ISV in connection with the performance, and your use, of the ISV Application. Where you purchase a Sage branded Application which is provided by Sage (“Sage Branded Application”), we are responsible for the delivery, access, performance and use of the Sage Branded Application, unless we confirm otherwise.

You (or where you are a Partner acting as a reseller, the Reseller Customer) will contract directly with Sage in respect of the use of a Sage Branded Application or the ISV in respect of the use of an ISV Application, which will be subject to the Provider Terms. You (or the Reseller Customer if you are a Partner acting as a reseller) will have the opportunity to review and accept the Provider Terms before using the Application. You shall, or in the case of a Partner acting as a reseller you shall procure that the Reseller End Customer and all authorised users of the Reseller Customer shall, accept, sign, agree or otherwise enter into and abide by the applicable Provider Terms and any or other policies or terms and conditions relating to the Application. If you (or the Reseller Customer) do not accept the Provider Terms you (or the Reseller Customer) must not use the Application and you acknowledge and agree that if you have purchased the Application from Sage, we shall not, unless we otherwise confirm in writing, be obliged to provide you with a refund in respect of any fees paid for such Application or be liable to you in any way in respect of the non-use of the Application.

In respect of all ISV Applications, we do not interfere with the contractual relationship between you and the ISV, including in the case of conflicts. You agree to solve any conflicts or issues with the ISV only.

When you buy an ISV Application, Sage will inform the respective ISV of the transaction. You will receive an automatic confirmation of the transaction from the Sage Marketplace and information about deployment/availability of the purchased Application. You explicitly agree that we may use your master data to facilitate the purchase of ISV Applications, including providing your information to the relevant ISV.

Unless we specifically confirm in writing: (i) all Applications shall be standard, off-the-shelf items, and no special or customised version shall be provided or delivered; and (ii) we shall not have an obligation to ensure that the Application operate in conjunction with your equipment, software or other products or systems, nor shall we or AppDirect be responsible for the performance of the ISV Applications, which is the responsibility of the ISVs. You shall be responsible for all costs you incur in connection with any modifications you elect to make to your own equipment, software or other products or systems.

C. Subscription fees and periods

Any subscription fees payable by you for an Application (“Subscription Fees”) and the subscription period(s) for such Application (“Subscription Period(s)”) will be set out on the Sage Marketplace and/or in any materials describing the Application that Sage makes available to you (including any order form, invoice, guide, licensing guide, release document, launch document, pricing configurator and other commercial collateral or documentation) (“Documentation”). When you make any purchase, you will have an opportunity to review and accept the Subscription Fees that you will be charged. The Subscription Fees will also be confirmed to you in our Acceptance (see below).

We will be entitled to increase the Subscription Fees at any time upon prior written notice which will take effect on the commencement of your next Subscription Period. We or the ISV may choose to temporarily change the Subscription Fees for any Application for promotional or other reasons, and such changes are immediately effective for any new Orders when the revised Subscription Fees are posted on the Sage Marketplace or set out in any other Documentation, which is made available by Sage. The Subscribing Company is not entitled to the revised Subscription Fees for any Application it has already purchased or for any previous but expired revised pricing.

You may incur additional fees or costs from third party providers in connection with your use of the Sage Marketplace, such as internet usage, SMS, short code or other transmission fees, charges or taxes. We will in no event be liable for any such fees or costs and you agree to indemnify and hold us harmless from any such fees or costs.

D. Transaction processing

Purchases of Applications from Sage via the Sage Marketplace are processed directly (and Subscription Fees are collected) by us, using a third-party payment processor. For each purchase made, you will be charged on an automatic and recurring basis, in advance of each Subscription Period. Where we refer you to an ISV and you purchase an ISV Application, your purchase will be processed by the ISV directly pursuant to the ISV’s own terms and conditions.

E. Payments

You agree to pay for all Applications, including subscriptions to the same, that you purchase through the Sage Marketplace and to make payment via the method indicated in the Sage Marketplace (as applicable), either by credit card at the time of the purchase transaction (which you warrant is your own credit card or you are otherwise authorised to make purchases using such credit card), direct debit (which you warrant is your own bank account or you are otherwise authorised to make purchases using such bank account) or, if you are a Partner and we have agreed with you separately in writing, by invoice payable to us in accordance with the separate terms we have agreed.

Where you pay by direct debit, you will complete a continuous direct debit mandate authority. We will invoice you at the agreed intervals for the Subscription Fees and take this amount from your nominated bank account via direct debit on the dates specified in the documentation.

All amounts and fees stated or referred to in these Terms are payable in the currency as set out on the Sage Marketplace and/or in the Documentation. We will invoice you at the agreed intervals for the Subscription Fees and you will pay the invoices within the timescale and by the payment method agreed in the Documentation.

You agree to establish a payment account in the Sage Marketplace in connection with your purchases, keep your payment information for your payment account on file with us current, complete and accurate and notify us if its payment information changes or the credit card associated with the payment account expires, or is cancelled, compromised or deactivated. You are responsible for all charges for purchases made by you or by anyone who uses your payment account (including its employees, contractors, agents, or other personnel). If your payment method fails or its payment account is past due, your access to the Sage Marketplace and to the Applications may be deactivated without notice.

Failure to pay the Subscription Fees when due constitutes a material breach of these Terms. If Sage has not received payment of the applicable Subscription Fees 30 days after the date of invoice, without prejudice to Sage’s other rights of remedies: (i) we may, without liability to you, disable passwords, accounts and access to all or part of the Applications or disable certain functionality and we will be under no obligation to provide any or all of the Applications to you whilst the invoice(s) concerned remain unpaid; and (ii) interest will accrue on such overdue amounts at the rate set out in the d at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

F. Taxes

The fees do not include any excise, sales, use or other taxes, and therefore are subject to increase in the amount of any such taxes (excluding any tax on our net income) that we may be required to collect or pay upon the sale or delivery of the Applications offered on Sage Marketplace. You are responsible for paying any governmental taxes imposed on your purchases through the Sage Marketplace, including, but not limited to, sales, use or value-added taxes. To the extent we are obligated to collect such taxes, the applicable tax will be added to the amounts to be charged for your purchases, via either credit card or via invoice (as applicable).

G. Termination

Your subscription for any Application you have purchased (“Subscription”) may be terminated in accordance with the terms set out in the Sage Marketplace and/or the Documentation in respect of the relevant Application. Without affecting any other right or remedy available to it, either party may terminate these Terms with immediate effect by giving written notice to the other party if 1) the other party fails to pay any amount due under the Terms on the due date for payment and remains in default not less than 30 (thirty) days after being notified in writing to make such payment; 2) the other party commits a material breach of any other term of the Terms which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 (thirty) days after being notified in writing to do so; 3) the other party repeatedly breaches any of the terms of the Terms in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Terms; 4) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, 5) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party; 6) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party; 7) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver; 8) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party; 9) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 28 (twenty eight) days; 10) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in point 4 to point 10 (inclusive) or 11) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

Upon termination of the Subscription for any reason all licences granted to You under the Terms shall immediately terminate and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination shall not be affected or prejudiced.

H. Refund policy

Unless we otherwise agree with you in writing, all purchases through the Sage Marketplace are final, and you shall not be entitled to any refund or exchange as between you and us, all fees relating to Applications are final and non-refundable. Where an Application is purchased directly from an ISV, such ISV may have its own terms and policies regarding refunds, and such terms and policies may apply as between you and the ISV without effect on us.

I. Availability of applications

We may make changes to or discontinue any of the Applications available within the Sage Marketplace at any time, and without notice. If you purchase an Application that is no longer accessible through the Sage Marketplace, you must contact the Provider directly to gain continued access during the remaining term of the applicable subscription.

J. Right of refuse

Please note that we are entitled to refuse to accept any Order. If that happens, we will let you know as soon as we can.

K. Order/sales process

You may place an Order by selecting the Application you wish to buy, providing the information we request and clicking on the “Place Order” button (or similar) on the Sage Marketplace. We will acknowledge receipt of your Order on the Sge Marketplace and by email, as soon as reasonably possible after you have placed your Order. This is not our acceptance of your Order, but a confirmation that we have received your Order. You will then need to wait for a communication from us in writing confirming our acceptance of your Online Order (whether via the Sage Marketplace, by email, online link or otherwise (“Acceptance”)).

You may also receive an acknowledgment advising you whether or not your credit card payment has been authorised. This acknowledgement relates to authorisation of your payment only and is not our Acceptance of your Order.

Please note that we are entitled to refuse to accept any Order. If that happens, we will let you know as soon as we can.

We are only able to accept your Order at the time we process it, and once we have processed it, we will send you an email to confirm the details. This is our Acceptance of your Order, which creates a binding legal contract between you and us in respect of the purchase of the Application (“Contract”). Such Contract will consist of: (i) these Terms (including our Privacy Policy); (ii) your Order; and (iii) our Acceptance. There will only be a Contract if all these elements are present. If there is any conflict between these Terms and the other documents which form part of the Contract, they will apply in the following order of priority: (i) these Terms; (ii) our Acceptance; and (iii) your Order.

Once we have sent you an Acceptance and entered into a Contract with you as explained above, we will make the Application available to you, subject to the below.

We will not file the concluded Contract between us online, so you should print out and keep copies of each element of the Contract for your own records.

We aim to fulfil your Order within 3 working days, or if not, within a reasonable period following your Order, unless there are exceptional circumstances. If we cannot fulfil your Order within a reasonable period, we will inform you at the time you place the Order by a note on the relevant web page or by contacting you directly after you place your Order. Time is not of the essence for the Contract, which means we will aim to fulfil your Order within any agreed timescales but this is not an essential term of the Contract and we will not be liable to you if we do not do so. The delivery of the Application and fulfilment of your Order may be satisfied by Sage or the ISV directly in such manner as they see fit, including via the Sage Marketplace, email or online link.

L. Changes to your subscription

Where specifically indicated in the Sage Marketplace and/or in the Documentation, you may upgrade or downgrade your Subscription at any time during the Subscription Period (“Subscription Change”). You may request a Subscription Change via the Sage Marketplace and we aim to fulfil any such request within 3 working days, or if not, within a reasonable period following your request, unless there are exceptional circumstances. Upon fulfilment of your request we will confirm the Subscription Change to you (via the Sage Marketplace, email or otherwise) and such Subscription Change will become effective immediately. The Subscription Fees payable be you shall be varied accordingly and will take effect on your next payment date. If a Subscription Change is made part way through a Subscription Period, the Subscription Fees will be varied on a pro rata basis in respect of such Subscription Period.

11. Intellectual property rights

A. Ownership, proprietary rights

The Sage Marketplace is operated by Sage Global Services Limited but the underlying platform is hosted by AppDirect. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the Sage Marketplace (the “Materials”) are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. AppDirect retains all right, title and interest in and to the software as a service solution that is powered by it and that enables the Sage Marketplace. All Materials contained on the Sage Marketplace, except the Applications, including images thereof, are the property of Sage or Sage Affiliates and/or licensors. All trademarks, service marks, and trade names are proprietary to Sage or Sage Affiliates and/or licensors. You may not sell, license, distribute, copy, modify, reverse engineer, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorised use of any of the Materials. We reserve all rights not expressly granted in these Terms.

B. Trademarks, disclaimer

Our name, logo, and all product names of Applications provided on Sage Marketplace are the trademarks and/or service marks owned by Sage or Sage Affiliates and/or licensors (including ISVs) and no trademark or service mark or other license is granted to you in connection with the such trademarks and/or service marks.

C. Proprietary rights, no license

Nothing contained in these Terms shall be construed as conferring by implication, estoppel or otherwise any licence to any patent, trademark or other intellectual property right of Sage, Sage Affiliates and/or licensors, or any third party. We make no representations or warranties that any use of the information contained on the Sage Marketplace will not infringe any such patent, trademark or other intellectual property right of any third party.

12. Export requirements

You agree to comply with all applicable international and national laws that apply to any Application you buy. We will not be liable for any breach of any laws or regulations of the country in which you are receiving the Application.

You may be subject to import duties and taxes, which are levied once the Application reaches the specified destination. You will be responsible for any import duties and taxes or any additional charges for customs clearance. Customs policies vary widely from country to country, so you should contact your local customs office for further information.

13. Sanctions

You are not permitted to use the Sage Marketplace, purchase any Application or conduct any business in (i) Cuba, Sudan, Iran, North Korea, Syria or the territory of Crimea/Sevastopol (each a Restricted Territory); and (ii) any other country or territory that is subject to sanctions by the United Kingdom, the European Union, the U.S, United Nations or elsewhere under any circumstances.

You represent and warrant that:

you shall, at all times during the term of your Subscription, conduct your business in compliance with all sanction 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, and shall not export or allow the export or re-export of the Sage Services to any prohibited or restricted countries, or to any person or entity listed on any “Denied Persons List” (or equivalent targeted sanctions list) in violation of any such restrictions, laws or regulations;
you (and, if you are a Partner, the Reseller Customer or External Sales Agent Customer you are acting on behalf of) are not listed on any national, international or governmental “denied persons list” or equivalent targeted sanctions list (including but not limited to any list issued by the UN, the EU, the US Treasury Department or any other international body or national government with jurisdiction in respect of these Terms); and
you have and shall maintain at all times appropriate policies, procedures and controls in place to ensure and demonstrate compliance with this Clause 13 and will enforce them where appropriate.

You will promptly notify us if, at any time, your circumstances, knowledge or awareness changes such that You would not be able to repeat the representations set out at above and/or perform its obligations set out in this Clause 13 at the relevant time.

If you become aware of any breach of the obligations under this Clause 13, you shall notify us immediately and provide all relevant information to us to allow us to take any and all actions we deem appropriate.

If requested, you shall provide us with reasonable assistance and full cooperation in respect of your compliance with this Clause 13.

We (or our appointed third-party representative) shall have a right to audit your compliance with this Clause 13. Such audit right includes but is not limited to reviewing the names and locations of your customers and the procedures and controls that you have in place to ensure compliance with this Clause 13. If we, in our sole discretion, determine that an audit of you is necessary, we shall provide you with reasonable notice of such audit.

You shall indemnify, and keep indemnified, us against any losses, liabilities, damages, costs (including legal fees) and expenses incurred by, or awarded against, us or any Sage Affiliate as a result of Your breach of this Clause 13.

14. Access and accountability

We have the right to deny access to, and to suspend or terminate your access to, the Sage Marketplace, or to any features or portions of the Sage Marketplace, at any time and for any reason, including for any violation by you of these Terms. You agree that we, in our sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) you may have with us or your use of the Sage Marketplace and remove and discard all or any part of your account, user profile, and other information, at any time. You agree that any termination of your access to the Sage Marketplace or any account you may have, or portion thereof - may be effected without prior notice. Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies we may have at law or in equity.

Upon termination of these Terms with respect to you or termination of your right to use the Sage Marketplace, the license granted under these Terms will terminate and you must stop all use of the Sage Marketplace immediately.

15. Indemnity

You agree to indemnify, defend, and hold Sage, its affiliated companies, contractors, employees, agents, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Sage Marketplace or any Application, your violation of these Terms, or any breach of your representations, warranties, and covenants. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

16. Exclusion of warranties

YOU EXPRESSLY AGREE THAT THE USE OF THE SAGE MARKETPLACE IS AT YOUR SOLE RISK. THE SAGE MARKETPLACE AND ANY DATA, INFORMATION, APPLICATIONS, REFERENCE SITES OR SERVICES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SAGE MARKETPLACE ARE PROVIDED BY US AND SAGE AFFILIATES, PARTNERS AND LICENSORS (INCLUDING APPDIRECT) (“SAGE MARKETPLACE PROVIDERS”) ON AN “AS IS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND EITHER EXPRESS OR IMPLIED. THE ENTIRE RISK ARISING OUT OF THE USE, PERFORMANCE OR NON-PERFORMANCE OF THE SAGE MARKETPLACE REMAINS WITH YOU. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE SAGE MARKETPLACE PROVIDERS DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. THE SAGE MARKETPLACE PROVIDERS DO NOT WARRANT THAT THE DATA, FEATURES, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE SAGE MARKETPLACE OR ANY REFERENCE MATERIALS WILL BE UNINTERRUPTED, TIMELY, RELIABLE, LEGAL, COMPLETE, OPERABLE, AVAILABLE, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS AND DO NOT WARRANT THAT ANY OF THE FOREGOING, IF ENCOUNTERED, WILL BE CORRECTED.

THE SAGE MARKETPLACE PROVIDERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS IN RELATION TO ISVS OR ISV APPLICATIONS. ANY WARRANTY MADE REGARDING ANY ISV APPLICATION IS MADE DIRECTLY BY THE ISV. UNDER NO CIRCUMSTANCES WILL THE MARKETPLACE PROVIDERS BE LIABLE FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY APPLICATION, ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE OR CAUSES BEYOND OUR REASONABLE CONTROL, INCLUDING INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, OR NON-PERFORMANCE OF THIRD PARTIES.

CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE EXCLUSIONS OF WARRANTIES CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE YOU ARE LOCATED.

17. Limitation of liability

A. Limitation of liability

UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL THE SAGE MARKETPLACE PROVIDERS OR THEIR CONTRACTORS, EMPLOYEES, OFFICERS OR AGENTS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS, THE SAGE MARKETPLACE OR ANY APPLICATION, EVEN IF WE OR AN OUR AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

B. Limitation of liability for end customers

IN NO EVENT WILL THE SAGE MARKETPLACE PROVIDERS OR THEIR CONTRACTORS, EMPLOYEES, OFFICERS OR AGENTS BE LIABLE FOR ANY DAMAGES SUFFERED BY ANY END CUSTOMER.

C. Limitation of damages

IN NO EVENT WILL THE TOTAL LIABILITY OF THE SAGE MARKETPLACE PROVIDERS OR THEIR CONTRACTORS, EMPLOYEES, OFFICERS OR AGENTS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SAGE MARKETPLACE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE), EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO US IN RESPECT OF THE APPLICATION (FOR THE RIGHT TO ACCESS AND USE APPLICATIONS) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM.

D. Death and personal injury

NOTHING IN THESE TERMS EXCLUDES OR LIMITS THE LIABILITY OF THE SAGE MARKETPLACE PROVIDERS OR THEIR CONTRACTORS, EMPLOYEES, OFFICERS OR AGENTS FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE (OR THAT OF ITS EMPLOYEES, AGENTS OR DIRECTORS), OR OUR LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY WHICH MAY NOT BE LIMITED OR EXCLUDED BY LAW.

18. Applicable law

These Terms and any Contract will be governed by and construed in all respects in accordance with the applicable law referred to in Schedule 1. We and you agree that the applicable courts referred to in Schedule 1 will have exclusive jurisdiction to settle any claims or proceedings relating to these Terms and any contract or its subject matter.

It is understood and agreed that, notwithstanding any other provisions of these Terms, breach of any provision of these Terms by you will cause us irreparable damage for which recovery of money damages alone would be inadequate, and that we will therefore be entitled to obtain timely injunctive relief, without posting of any bond or security, to protect our rights under these Terms in addition to any and all other remedies available at law or in equity.

19. General

A. Force majeure

Sometimes things happen that are outside our reasonable control, for example, acts of God, adverse weather conditions, strikes and industrial action and failure of our suppliers. Because these things are outside our reasonable control, we will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms that is caused by such events. Our performance under these Terms will be suspended for the period of time over which the event occurs, and we will have an extension of time for performance for the duration of that period of time. We will, of course, try to find a solution to help us to perform these Terms wherever possible.

B. Severability

If any provision of these Terms or any policies is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.

C. Waiver

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by us.

D. Assignment

These Terms, and any rights and licenses granted under these Terms, may not be transferred or assigned by you under any circumstances, but may be assigned by us without restriction, including by operation of law, or in connection with merger, sale of stock, shares or assets, or change of control. Any assignment attempted to be made by you in violation of these Terms shall be void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

E. Survival

Upon termination of these Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to Clauses 3, 7, 8, 9, 11, 16, 17 and 18.

F. Headings

The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions of these Terms.

G. Third party beneficiaries

The software and website platform for the Sage Marketplace is powered by AppDirect, who is a third-party beneficiary of the Terms and is entitled to enforce them as if it were a party to these Terms.

H. Entire agreement

These Terms and any agreements or documents referred to in these Terms form the entire agreement between you and us with respect to the subject matter hereof and thereof and supersede in their entirety any and all oral or written agreements or understandings previously existing between you and us with respect to such subject matter.

I. Independent contractor, no agency

The relationship between you and us is one of independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended, nor shall anything herein be interpreted or construed to or create, either expressly or by implication, any such relationship.

Schedule 1

Sage entities

Your principal place of business	Sage entity	Address for notices	Governing law	Court of jurisdiction
United Kingdom	Sage (UK) Limited (CRN: 01045967)	North Park, Newcastle upon Tyne, England NE13 9AA	English	England
Ireland	Sage Hibernia Limited (CRN: 300549)	One Central Park, Leapardstown, Dublin 18	Irish	Ireland
Deutschland	Sage GmbH	Franklinstraße 61-63 60486 Frankfurt am Main	Germany	German
Schweiz/Suisse	Sage Schweiz AG	Platz 10, 6039 Root D4, Switzerland	Swiss	Lucerne
Austria	Sage GmbH	Stella-Klein-Low-Weg 15, 1020 Vienna, Austria	Austrian	Vienna
Poland	Sage sp. z o.o.	Aleje Jerozolimskie 132, 02-305 Warsaw	Polish	Warsaw
Spain	Sage Spain SL	Moraleja Building One - Planta 1 Parque Empresarial de La Moraleja Avenida de Europa no19, 28108 Alcobendas Madrid, Spain	Spanish	Madrid, Spain
Portugal	Sage Portugal Software SA	Edifício Olympus II, Av. Dom Afonso Henriques, 1462, 4450-013 Matosinhos, Portugal.	Portuguese	Porto
United States Caribbean countries (except French Caribbean) Latin and Central America Mexico	Sage Software, Inc.	271 17th Street NW, Suite 1100 Atlanta, GA 30363	State of Georgia (without reference to its conflicts of law principles) and controlling United States federal laws	Gwinnett County, Georgia for state subject matter and Fulton County, Georgia for federal subject matter
Canada	Sage Software Canada Ltd	120 Bremner Blvd., Suite 1500, Toronto, Ontario M5J 0A1, Canada	Ontario	Ontario
France	Sage SAS	10 Place de Belgique La Garenne-Colombes Paris France	French	Tribunal de Commerce de Paris
Belgium	Sage SA	Buro & Design Center Esplanade 1 1020 BRUSSELS Belgium	Belgium	Bruxelles (with any litigation being conducted in French only)
Morocco	Sage Software	Tour Crystal 1 Niveau 9 Bd Sidi Mohamed Ben Abdellah Casablanca 20030 Morocco	Moroccan	Casablanca
South Africa Africa	Sage South Africa (Pty) Ltd	Sage Technology Park, 102 Western Services Road, Gallo Manor Ext 6, Johannesburg 2191 South Africa	South African	Johannesburg
Middle East	Sage Software Middle East FZ-LLC	Building No.11 Dubai Internet City Dubai	English	England
Malaysia	Sage Software Sdn Bhd	Suite 1-B, Level 6, Block 1B, Plaza Sentral, Jalan Stesen Sentral 5, Kuala Lumpur Sentral, 50470 Kuala Lumpue, Malaysia	Singapore	Singapore
Singapore	Sage Software Asia Pte Limited	Asia Square, Tower 2, 12 Marina View, #25-02/03, 018961	Singapore	Singapore
Australia	Sage Software Australia Pty Ltd (ABN 40 071 007 326)	Level 11, The Zenith Tower B, 821 Pacific Highway, Chatswood, NSW 2067, Australia	Australian	Australia
Any other location not determined above:	Sage will notify you of the relevant Sage entity, the governing law and jurisdiction applicable.