TERMS AND CONDITIONS OF USE
The terms and conditions of this Agreement govern your use of Sage One Accounting and the Website are binding and enforceable against all persons that access Sage One Accounting and the Website or any part thereof in terms of section 11(3) of the ECT Act.
If you do not agree to the terms and conditions of this Agreement, you must stop using Sage One Accounting and the Website now, as further use will automatically bind you to this Agreement. If at any time you do not accept this Agreement in full, you are not permitted to use Sage One Accounting or the Website or any part thereof.
If you access Sage One Accounting and / or the Website via a third party Business Partner, then you will be bound to terms of such third party Business Partner and to this Agreement. On termination of any contract with such third party Business Partner, should you continue to use Sage One Accounting and / or the Website, then you will be bound to the whole of this Agreement, which is then applicable.
We may at any time amend this Agreement without notice. You are responsible for reviewing this Agreement on each occasion that you revisit Sage One Accounting and the Website and, if you continue to use Sage One Accounting and the Website after changes are made, you are deemed to have accepted the amended Agreement.
Parties
This Agreement is concluded by:
Sage Pastel, a division of Sage South Africa (Pty) Ltd (Registration Number 2003/015693/07, VAT number 4350212660) whose registered office is at 6th Floor, Gateway West, 22 Magwa Crescent, Waterfall 5-lr, Midrand, 2066, South Africa ("Sage Pastel", "we" or "us") and you, the person, business entity or sole trader, using Sage One Accounting or the Website and shall to the extent relevant, include any of your employees or Subscriber Business Partners using the Website or Sage One Accounting ("you").
Authority to Act
If you are registering to access and use Sage One Accounting for the first time in the capacity of an employee or contractor of a separate corporate entity, partnership or similar business entity, you must have the authority of that business entity to:
- Use Sage One Accounting and the Website for that entity's business; and
- Accept this Agreement on behalf of that entity.
If you are an accountant or Business Partner authorised by Sage Pastel to order subscriptions on behalf of your clients and customers, you agree to inform them of this Agreement.
Accordingly, you confirm and warrant to Sage Pastel that:
- You are authorised to accept this Agreement on behalf of the business entity which you represent;
- This Agreement governs the use by you and / or your business of Sage One Accounting and the Website;
- You, and the business entity which you represent together with its employees, will comply with all its terms.
You and Sage Pastel agree as follows:
1. Definitions
The following capitalised words shall have the following meanings:
1.1 | "Agreement" means these terms and conditions of use, as published and amended from time to time on the Website; |
1.2 | "Affiliate" means, in relation to a legal entity, any person which Controls that entity, is under that entity's Control or is Controlled by the same person who Controls that entity, where "Control" means possessing, directly or indirectly, the ability to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise, and "Controlled" shall have a corresponding meaning; |
1.3 | "Access Fee" means the fees payable by you in accordance with the fee schedule set out on the Website or Sage One Accounting as the case may be (which Sage Pastel may change from time to time); |
1.4 | "Business Partner" means a business, independent of Sage Pastel, which is an authorised provider of Sage One Accounting; |
1.5 | "Company Data" means any financial data inputted by Business Partner or Subscriber Business Partners into Sage One Accounting; |
1.6 | "Confidential Information" includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including on Sage One Accounting and the Website but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party or is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure or is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party or is independently developed or received without access to the Subscriber Business Partner; |
1.7 | "Contractors" means any third parties appointed by Sage Pastel to perform our obligations on our behalf in respect of this Agreement; |
1.8 | "ECT Act" means the Electronic Communications and Transactions Act, 25 of 2002 (as amended from time to time), a copy of which is accessible on http://www.polity.org.za; |
1.9 | "Subscriber Business Partner" means any individual permitted by you to use Sage One Accounting or the Website; |
1.10 | "Intellectual Property" means any content, domain names, patent, trademark, service mark, copyright, moral right, right in a design, know-how, software, database, text, graphics, icons and hyperlinks and any other intellectual or industrial property, anywhere in the world whether or not registered; |
1.11 | "Page" means a website page of Sage One Accounting or the Website, unless specified otherwise; |
1.12 | "Sage One Accounting" means our accounting and business software accessed through the Website; |
1.13 | "RIC Act" means the Regulation of Interception of Communications and Provision of Communication-Related Information Act, 70 of 2002 (as amended from time to time), a copy of which is accessible on http://www.polity.org.za; |
1.14 | "User Details" means the contact, personal and similar information of the Subscriber Business Partner; and |
1.15 | "Website" means the website pages relating to Sage One Accounting accessible at http://accounting.sageone.co.za (and such other URLs as may be publicised from time to time), permitting the remote access and use of Sage One Accounting. |
In this Agreement, references to a "person" includes an individual, sole trader, partnership, body corporate, an unincorporated association of persons and any other legal entity; technical expressions shall have the relevant meaning commonly attributed to them in the computer software business sector in South Africa; the use of the word "including" and similar expressions will be construed as illustrative and not exhaustive; notwithstanding the fact that hyperlinks in this Agreement to copyright notices and legislation should be deemed part of this Agreement in terms of section 11 of the ECT Act, the fact that some or all of the hyperlinks may be non-operational from time to time shall not play a role in determination of the validity and interpretation of this Agreement.
2. Subscription and use of Sage One Accounting
2.1 | Sage One Accounting and the Website are only intended for business use. You warrant that you will only use Sage One Accounting and the Website for business purposes. | ||||||
2.2 | We may require you to register before we supply any services via this Website. When you register, you agree to provide, true, accurate, up-to-date and complete User Details as required by the relevant registration made available to you via this Website. | ||||||
2.3 | You can purchase a subscription to access and use Sage One Accounting by following the relevant process on the Website. Should you subscribe to use Sage One Accounting (whether prior to or after the expiry of any free trial period) you shall be bound for the full duration of the subscription period selected. | ||||||
2.4 | We will not keep a separate record of the contract relating to your specific subscription for Sage One Accounting, so it will not be available from us. We therefore strongly recommend you print a copy of this Agreement, both before and after you submit your payment details. Sage Pastel will supply you with a tax invoice, either directly or through appointed Business Partner, transmitted via email. The transmitted electronic document will constitute the original tax invoice. No other tax invoice, credit or debit note will be issued in respect of the specific supply, unless as a copy of the original document. | ||||||
2.5 | Sage Pastel grants you a non-exclusive and non-assignable licence to access and use Sage One Accounting strictly via the Website with the user roles according to your subscription type and in accordance with this Agreement. | ||||||
2.6 |
For so long as you pay the Access Fee and any other applicable charges, you may
permit the agreed number of Subscriber Business Partners to access and use the
relevant subscription for Sage One Accounting. You agree to ensure that
those Subscriber Business Partners comply with this Agreement. Those Subscriber Business Partners
must only use the relevant subscription for Sage One Accounting as follows for their own
(or their employer's) accounting and finance and related purposes:
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2.7 | From time to time, you may change the identity of the individuals who are Subscriber Business Partners. We reserve the right to limit the number of times, or the frequency with which you can do this. We may consult with you before exercising this right. | ||||||
2.8 |
If a Subscriber Business Partner is not the employee of a subscriber to Sage One Accounting,
the subscriber must ensure that such Subscriber Business Partner:
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2.9 | Notwithstanding anything to the contrary in this Agreement, where the Business Partner is utilising Sage One Accounting to provide accounting, consulting or other similar services on behalf of a business entity, then in such circumstances, where the Company Data relates to that of a business entity other than that of the Business Partner, Sage Pastel reserves the right, in its sole and absolute discretion, to transfer such Company Data to an alternate subscription, and the Business Partner shall have no recourse against Sage Pastel in this regard. |
3. Obligations
3.1 |
You agree to:
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3.2 |
Except as expressly permitted by another clause of this Agreement or by
separate written arrangement with us, you agree not to and agree to ensure that no Subscriber Business Partners:
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3.3 |
When accessing and using Sage One Accounting or the Website, you must:
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3.4 | Sage Pastel's obligations shall be to provide you with access to Sage One Accounting (which access may not necessarily be uninterrupted), including technical support by email as described on the Website. |
4. Payment of Charges
4.1 | Payment shall be made in accordance with the payment section on the Website. |
4.2 | If you pay your Access Fee or any other subscription charges to an entity separate from Sage Pastel (e.g. if you obtained access via an accountant or Business Partner), you agree to nonetheless remain to be bound by the terms of this Agreement. |
5. Confidentiality, Privacy of Company Data and User Information and Interception of Communications
5.1 | We undertake to take all reasonable steps to protect the personal information of Business Partners and to comply with all applicable legislation. | ||||||||||||||
5.2 |
In respect of access to Company Data and User Details:
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5.3 | We electronically collect, store and use, and you supply to us, Company Data and User Details as we request from you via the Website and Sage One Accounting, and such other information as we may from time to time reasonably request. You warrant that this information is true and accurate. | ||||||||||||||
5.4 |
You agree to our use, storage and disclosure of information, Company Data and User
Details for the following purposes:
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5.5 | All other information not dealt with in this clause shall constitute Confidential Information and shall not be disclosed to any other party without the prior written consent of the owner of such information first being obtained. | ||||||||||||||
5.6 | Sage Pastel owns and retains all rights to non-personal statistical information collected and compiled by Sage Pastel. | ||||||||||||||
5.7 | Subject to the provisions of the RIC Act you agree to Sage Pastel's right to intercept, block, filter, read, delete, disclose and use all communications which you send or post to the Website and Sage Pastel and its employees. You acknowledge that this consent and your use of the Website satisfy the "writing" requirement as required in the RIC Act. |
6. Intellectual Property Rights
6.1 | All right, title, ownership, benefit and interest in and to, and all Intellectual Property in Sage One Accounting and the Website, the design and content of Sage One Accounting and the Website and any documentation relating thereto remain the property of Sage Pastel. All rights to Intellectual Property in respect of Sage One Accounting and the Website are reserved. The exclusive right to authorise or prohibit the direct or indirect, temporary or permanent reproduction of the Intellectual Property by any means and in any form, in whole or in part, and to make the Intellectual Property available to the public, and to distribute any copyright protected material in Sage One Accounting and the Website shall remain with Sage Pastel. | ||||||
6.2 | You may not use the Intellectual Property and any third-party trademarks that appear on Sage One Accounting or the Website, other than as permitted by express written licence from Sage Pastel or by law. In particular, you may not use the marks as meta-tags nor may you sponsor them in search engines. All goodwill in your legitimate use of the marks shall accrue to Sage Pastel. You are required to notify us immediately if you become aware of any infringement of the Intellectual Property and rights thereto. | ||||||
6.3 | Sage One Accounting and the Website may incorporate technical and other protective measures designed to prevent unauthorised and / or illegal use of Sage One Accounting. You agree to the incorporation of any such measures in Sage One Accounting. | ||||||
6.4 |
If, in our reasonable opinion, Sage One Accounting or the Website are likely
to become or do become the subject of a claim of infringement of a third party's
intellectual property rights, we may elect to either:
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6.5 |
In the circumstances per clause 6.4 above you must:
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6.6 | Clauses 6.4 and 6.5 state your exclusive remedy in connection with any claim or threatened claim in relation to the Intellectual Property rights of a third party. | ||||||
6.7 | "Sage", "Sage Pastel", "Sage One Accounting" and "Sage PLC" are registered trademarks and you agree not to use any such trademarks as an element of a domain name or sub-domain name, notwithstanding the fact that such domain name use and registration may be permitted in terms of any law. Upon request, you shall immediately cease to use such domain name and transfer it to Sage Pastel at your cost. |
7. Disclaimers and Liabilities
7.1 | We will use reasonable endeavours to ensure that Sage One Accounting will give the functionality and levels of service as described on the Website, when used in accordance with it and this Agreement. If you believe our provision of the Sage One Accounting or the Website does not conform to this undertaking, you should notify us by email at [email protected]. | ||||||||||||||||||||||
7.2 |
We do not warrant:
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7.3 |
Subject to the provisions of any applicable legislation and save as otherwise provided
in this Agreement, Sage Pastel (including its directors, employees, affiliates, third-party Contractors,
business partners, Internet service providers and agents) shall not be liable for any damage, loss or
liability of any nature incurred by whomever and you agree to indemnify us and keep us indemnified
against all costs (including the costs of enforcement), expenses, liabilities (including any tax liability),
injuries, direct, indirect or consequential loss (all three of which terms include, but are not limited to,
pure economic loss, loss of income, loss of profits, loss of data, anticipated savings, loss of business,
loss or depletion of goodwill, interruption of business and loss similar to all the preceding types of loss),
damages, claims, demands, proceedings and judgments which we incur or suffer in any way arising from the following:
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7.4 | To the maximum extent permitted by law all undertakings and warranties given by us under this Agreement are exclusive and all other terms, warranties, representations, undertakings and conditions, express or implied, statutory or otherwise are excluded. | ||||||||||||||||||||||
7.5 | To the extent we are liable, our total liability (and that of any Affiliate, Business Partner or third-party Contractor) shall not exceed the amount of charges actually paid by you to use Sage One Accounting or the Website in the year prior to the date the circumstances causing such liability first arose. The limitation of liability in this clause 7 has been calculated to be proportionate to the charges paid by you to use Sage One Accounting and takes into account the fact that it is not within our control how and for what purposes you use Sage One Accounting. |
8. Termination
8.1 |
We may terminate this Agreement at any time by written notice, effective immediately,
if you:
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8.2 | Subject to clause 8.3, upon termination of this Agreement however caused, we will stop your ability to access Sage One Accounting, so that you will no longer be able to access and use Sage One Accounting. You acknowledge that you may no longer be able to access your Company Data via Sage One Accounting from this time. | ||||||
8.3 |
If this Agreement is terminated and you notify us at the time of notice of termination
that you require further access to your Company Data, we may provide you with access
to Sage One Accounting for a period of 5 (five) calendar days in order that
you may print out your Company Data, subject to the following:
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8.4 | If we terminate this Agreement in accordance with clause 8.1 we may irretrievably delete your Company Data from the effective date of termination. | ||||||
8.5 | Any termination of this Agreement will not affect any accrued rights or liabilities of either party, nor shall it affect the coming into force, or the continuance in force, of any provision of this Agreement which is expressly or by implication intended to come into force or continue in force on or after termination. |
9. Notices and Address
9.1 | Your communication with us must be by email to our email address contained on the Website. |
9.2 | Our communication with you shall be via those details provided on registration. |
9.3 | All legal notices given under this Agreement shall be in writing to the physical address of such party delivered by hand. Legal notices under this Agreement addressed specifically to either of us will be effective on actual receipt by the intended recipient. |
9.4 | As a condition of this Agreement, if you use any communication tools available through Sage One Accounting or the Website, you agree only to use such communication tools for lawful and legitimate purposes in accordance with the acceptable use provisions of this Agreement. |
10. Acceptable use of Sage One Accounting and the website
10.1 | It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Sage One Accounting and the Website. In general, we will not tolerate any use of Sage One Accounting and the Website which damages or is likely to damage our reputation, the availability or integrity of Sage One Accounting and the Website or which causes us or threatens to cause us to incur any legal, tax or regulatory liability. |
10.2 | We therefore require you to treat the Website and Sage One Accounting with respect, and not to use same for any illegal purpose, or in such a way as to infringe or breach other's rights or to cause or threaten to cause us damage. We require you to comply with any relevant notices, policies and terms imposed by third parties whose website, products or services you access through the Website. |
10.3 | You must not use the Website or any communication tool for posting or disseminating any material unrelated to the use of Sage One Accounting or the Website including: offers of goods or services for sale, files that may damage any other person's computing devices or software, content that may be offensive to any of our other users, or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use). |
10.4 | When you make any communication on the Website, you represent that you own the content of the communication. |
10.5 | We reserve the right to remove any communication posted on the Website, suspend the use of Sage One Accounting and the Website and generally or block your access to any part thereof and / or to suspend or terminate your rights to use same or any part of it if we suspect misuse at any time in our sole discretion. We shall then report any misuse of Sage One Accounting and the Website to the relevant enforcement or other authorities and to our advisers. We further reserve the right to disclose any evidence we have which relates directly or indirectly to misuse. |
11. Links
11.1 | Links to the Website are permitted, subject to first obtaining our prior written consent although we reserve the right to withdraw such consent at any time. |
11.2 | You are not entitled (nor shall you assist others) to set up links from your own website to the Website by deep-linking, framing or otherwise, without our prior written consent, which consent may be withheld at our absolute discretion, and without the need to provide a reason. |
11.3 | The Website may include hyperlinks to third party sites. We have no control over and are not responsible for the content, use by you or availability of those third party websites, for any products or services you buy through those sites or for the treatment of any personal information, you provide to the third party. The products, services and websites of third party providers made available via this website may be owned and operated by independent suppliers. While we may co-brand these products or services with our own, we do not endorse those products or services or warrant the products, services or accuracy or reliability of any information provided to you by such third parties. |
12. General Terms
12.1 | You agree that you are bound to the terms and conditions of this Agreement, which is concluded in Johannesburg, South Africa at the time you enter the Website for the first time or after you have accepted this Agreement as required on the Website. |
12.2 | This Agreement constitutes the entire agreement between you and Sage Pastel and supersedes all other documentation, information and other communication. |
12.3 | Any failure by Sage Pastel to exercise or enforce any right or provision of this Agreement shall in no way constitute a waiver of such right or provision. |
12.4 | In the event that any term or condition detailed herein is found to be unenforceable or invalid for any reason, such term(s) or condition(s) shall be severable from the remaining terms and conditions of this Agreement. The remaining terms and conditions shall remain enforceable and applicable. |
12.5 | The Website is hosted, controlled and operated from the Republic of South Africa and therefore the South African law enforced by the South African courts governs the use of the Website, its content, services, software and this Agreement. |
12.6 | We do not recommend or endorse any other entity, including any third parties who make Sage One Accounting available to you - if you wish to engage with such an organisation, you should investigate its experience, skills and qualifications. No third party is appointed or authorised by us as our servant or agent, nor has any authority, either express or implied, to amend this Agreement, or to enter into any contract, provide any representation, warranty or guarantee with or to you on our behalf, or otherwise make commitments for us in any way whatsoever. You agree that we will not be responsible for any act or omission of any third party including any services provided by it in relation to the Sage One Accounting, including any administration of it. |
13. Disclosures required by Section 43 of the ECT Act
Access to the services, content, software and content downloads available from the Website is classified as "electronic transactions" in terms of the ECT Act and therefore you have the rights detailed in Chapter 7 of the ECT Act and Sage Pastel has the duty to disclose the following information:
13.1 |
Full name and legal status of website owner: Sage Pastel, a division of Sage South Africa (Pty) Ltd. |
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13.2 |
Street Address: 6th Floor, Gateway West, 22 Magwa Crescent, Waterfall 5-lr, Midrand, 2066, South Africa. |
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13.3 |
Postal address: PO Box 781893, Sandton, 2146, South Africa. |
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13.4 |
Physical address for the receipt of legal notices: 6th Floor, Gateway West, 22 Magwa Crescent, Waterfall 5-lr, Midrand, 2066, South Africa. |
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13.5 |
Official email address of the Website: [email protected]. |
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13.6 |
Manual published in terms of section 51 of the Promotion of Access to Information Act 2 of 2000 may be viewed at: http://www.pastel.co.za/Downloads/PromotionofAccesstoInformationAct200.pdf |
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13.7 |
The costs associated with the access and use of Sage One Accounting is available from the Website. |
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13.8 |
Alternative Dispute Resolution: Subject to urgent and / or interim relief, all disputes regarding:
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13.9 |
Shall be referred to arbitration in terms of the expedited rules of the Arbitration Foundation of South Africa and such arbitration proceedings shall be conducted in Johannesburg in English. The arbitration ruling shall be final and the unsuccessful party shall pay the costs of the successful party on a scale as between attorney and own client. |
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13.10 |
Cooling off period:
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13.11 |
Users may lodge complaints in respect of the Website via email to [email protected]. |