GoProposal by Sage
Terms and Conditions of Use
(Last updated February 2023)
The following definitions and rules of interpretation apply in these Terms and Conditions:
“Account” – means an account required to access and use the Services, as detailed in clause 4.
“Active User” – means a user of the Service who is up to date with their subscription payments and is actively logging in to produce proposals or renewals on a monthly basis.
“Affiliate” – means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity. An entity is an Affiliate only so long as such Control continues.
“App” – means application software which allows you and your Users to use the Service in accordance with this Contract.
“Business Day” – means a day other than a Saturday, Sunday, or public holiday in England, when banks in London are open for business.
“Content” – means any and all text, images, audio, video, scripts, code, software, databases, letters of engagement, Terms and Conditions, Privacy Notices, scopes, any other document services which we offer and any other form of information capable of being stored on a computer that appears on, or forms part of, the Service.
“Contract” – means the contract between us and you for the purchase and sale of a Subscription to the Service, as explained in clause 6.
“Control” – means the ownership or control (whether directly or indirectly) of at least 50% of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. The terms “Controlled” and “Controls” shall be construed accordingly.
“Data Protection Laws” – has the meaning set forth in the Data Protection Addendum found at www.sage.com/en-gb/legal/terms-and-conditions/product-and-service-terms-and-conditions/data-protection-addendum/.
“Effective Date” – means the date you accept this Contract.
“Force Majeure Event” – means an act of God (e.g. a natural disaster, accident or epidemic) or another event outside of a party’s reasonable control (e.g. acts of war, terrorism, pandemic, epidemic, acts by a government authority or by another third-party outside the party’s control). For the purposes of this Contract, a cyber-attack or breach of cyber security is beyond our reasonable control, subject to us being able to demonstrate that we acted in accordance with what would be reasonably considered to be good practice by a business accountancy and payroll software provider of an equivalent size and standing in taking steps to prevent such an attack or breach of security.
“GoProposal Community” – means any online group forum set-up and administered by us for Active Users of the Service including, without limitation, the GoProposal Community Facebook Groups.
“Order” – means your order for a Subscription.
“Proposals” – means a document outlining client details, agreed services, service levels, service descriptions and associated fees.
“Service” – means the solution that you procure from us under this Contract (including any modifications, enhancements, Updates, upgrades, revisions, patches and fixes thereto) together with the App, but excluding third-party services.
“Subscription” – means a subscription to access the Service, purchased on a monthly or yearly basis in accordance with these Terms and Conditions.
“Subscription Confirmation” – means our acceptance and confirmation of your Order.
“Support Services” – means the services which we may from time to time provide in support of the Service to enable the Customer to maximise the potential of the App, which includes support, advice and assistance provided by us in telephone calls and other forms of communication, and such other Support Services which we may introduce or offer from time to time to Customers.
“Update” – has the meaning as set out in clause 3.3.
“User” – means a person who is authorised to access the Service, for whom you have purchased a subscription. Users may include your employees, consultants, contractors, or agents.
“User Content” – means the data, information or material provided, inputted, or submitted by you or on your behalf into the Service, which may include data relating to Proposals, letters of engagement, clients, company information and pricing information, suppliers, employees or other third parties.
“we/us/our” – means GoProposal by Sage, owned by Sage Global Services Limited a limited company registered in England under company number 09506951, whose registered address is C23 5 & 6 Cobalt Park Way, Cobalt Business Park, Newcastle Upon Tyne, NE28 9EJ.
“you/your” – means the person, business, organisation or entity who purchases a Subscription to the Service and where applicable, any User.
2. Information About Us
2.1. The Service is owned and operated by GoProposal by Sage, owned by Sage Global Services Limited, a limited company registered in England under company number 09506951, whose registered address is C23 5 & 6 Cobalt Park Way, Cobalt Business Park, Newcastle Upon Tyne, NE28 9EJ.
3. Access and Changes to the Service
3.1. Access to the Service beyond our free trial period requires a Subscription. Upon purchasing a Subscription, the Service will be available to you for the duration of that Subscription and any and all subsequent renewals, subject to these Terms and Conditions, which Terms and Conditions will also apply to the free trial period. We may make available individual Services which can be accessed without a Subscription, but on payment of a fee. Details of such Services and the payment terms will be available on our website www.GoProposal.com.
3.2. Any persons accessing the Services or using the Subscription in any manner shall be bound by these Terms and Conditions as though they were a named party to the Contract.
3.3. We may release enhancements or provide additional features for the Service (each an “Update”). The frequency and how we provide any Updates to you will be at our discretion. We will use reasonable endeavours to notify you when we are going to provide such Updates via a notification in the Service or by sending an email to you. The Service may contain auto update technology, a feature used to implement Updates.
3.4. We will use reasonable endeavours to maintain availability of the Service 24 hours a day, 7 days per week, except for: (i) planned downtime; (ii) any unavailability that is necessary to protect you, us or our subcontractors (wherever practicable we will give you prior notice of such unavailability); or (iii) any unavailability caused by a Force Majeure Event. We will endeavour to schedule planned maintenance affecting the availability of the Service at non-peak times, and you will receive reasonable advance notice (either via the Service or at https://trust.sage.com/) of such planned maintenance. Notwithstanding the foregoing, we reserve the right at any time to suspend without notice your access to and/or use of the Service for the purpose of enabling us to carry out essential emergency and/or urgent maintenance.
3.5. We may add to or withdraw any part of the Services at any time.
4.1. An Account is required to use the Service.
4.2. You may not create an Account if you are under 18 years of age.
4.3. When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up to date. The web address you provide for the Service must be your web address or you must have the owner’s permission to have provided it for use with the Service.
4.4. We recommend that you choose a strong password for your Account, consisting of a combination of uppercase and lowercase letters, numbers and symbols. It is your responsibility (and that of any of your authorised Users) to keep your password(s) safe. Passwords should be changed regularly. You must not share your Account or password with anyone else. If you believe your Account is being used without your permission, please contact us immediately. We will not be liable for any unauthorised use of your Account.
4.5. When your Account Standard or Plus Accounts, you must ensure that the User complies with these Terms and Conditions, and you are responsible for ensuring that any User is made aware of our processing of their personal data in accordance with this Contract. You will be liable for, and will indemnify us on demand, against any breach of these Terms and Conditions relating to misuse of those accounts in breach of these Terms and Conditions, or our use of a User’s personal data.
4.6. You must not use anyone else’s Account without the express permission of the User to whom the Account belongs.
4.7. Any personal information provided in your Account will be collected, used, and held in accordance with your rights and our obligations under the Data Protection Laws, as set out in clause 21.
4.8. If you wish to close and delete your Account, you may do so at any time by choosing Cancel Account from within your Web App. Closing your Account will result in the removal of your information from our system. If you have an active Subscription, your Account will remain active for the duration of the remainder of the Subscription period you are currently in. Closing your Account will cancel the autorenewal of your Subscription, where applicable. Closing your Account will also remove any User Content that you have created or uploaded from our system. To avoid losing anything that you have created or uploaded using our Web App, please ensure that you copy your User Content to your computer or device before closing your Account.
4.9. The number of Proposals provided for by each Account may not be rolled over into a subsequent month (where you have purchased a monthly subscription) or a subsequent year (where you have purchased a yearly subscription). Proposals may not be transferred to other accounts.
5. Subscriptions and Pricing
5.1. You will be required to select your required Subscription. Different types of Subscription provide access to different features in the Service. Please ensure that you select the appropriate Subscription when prompted. You can upgrade, downgrade or cancel your subscription at any time. No refunds are provided for cancelled periods of a Subscription and your free trial period counts within the cooling off period referred to in clause 6.6.
5.2. All pricing information is correct at the time of going online. We reserve the right to change prices and to add, alter, or remove special offers from time to time and as necessary. All pricing information is reviewed and updated every 30 days. If you upgrade or downgrade your subscription we will amend your Subscription at the start of the next payment period, and you will be given clear notification.
5.3. All Subscription and Support Service prices are checked by us when your purchase is processed. Any typographical, clerical or other error or omission on our website or in any sales literature or other document or information issued by us will be subject to correction without any liability on our part. In the unlikely event that we have shown incorrect pricing information, for Subscriptions, we will contact you in writing before processing your purchase to ask you how you wish to proceed. We will not charge you or activate your Subscription until you respond. If we do not receive a response from you within 30 days, we will treat your purchase as upgraded or cancelled and notify you accordingly in writing.
5.4. Business pricing does not include VAT which will be added at the prevailing rate.
6. Subscriptions and Services – How Contracts Are Formed
6.1. You will be guided through the Subscription process when you register. Before confirming a Subscription, you will be given the opportunity to review your chosen Subscription and amend any errors in your Order. For individual purchases of our Services, the Service and price will be confirmed at checkout. Please ensure that you check carefully before confirming your purchase. (See clauses 5.1 and 8 for your rights to cancel or amend Subscriptions and/or Services) or our purchase for a Service is processed and payment taken.
6.2. No part of the Services, website, Support Services or any other material constitutes a contractual offer capable of acceptance. By purchasing a Subscription, you are making us a contractual offer that we may, at our sole discretion, accept. Our acceptance is indicated by us confirming that your account is activated (Account Activated).
6.3. For Subscriptions, your Account Activated page will provide you with the following information:
6.3.1. confirmation of your chosen Subscription including your Subscription period and full details of the main characteristics and features of the Service available as part of that Subscription; and
6.3.2. confirm the amount of the first payment we will take from your account and the date we will take first payment.
6.4. If we do not accept or cannot process your Subscription purchase for any reason, no payment will be taken under normal circumstances. If we have taken payment in such circumstances, the payment will be refunded to you as soon as possible and in any event within 30 days.
6.5. Subject to the cancellation provisions in clauses 5.1 and 8, once you have confirmed your Subscription purchase, your Subscription cannot be changed until the end or renewal date of that Subscription. Changes made to an auto-renewing Subscription will take effect when the Subscription is renewed.
6.6. By purchasing a Subscription, you are expressly requesting that you wish access to the Service to be made available to you immediately (and will be required to acknowledge this). If you are a consumer and cancel your Subscription during the “cooling off period” we will be entitled to charge you for the time which your account has been available to you. Please be aware that we do not offer any Subscriptions that do not begin immediately. For more details of cancellation, please refer to clause 8.
7.1. Payment for Subscriptions will be due at the end of your trial period and on the date set out in the Subscription Confirmation. Your chosen payment method will be billed immediately upon confirmation of your Subscription. Payment for Support Services, not provided as part of a Subscription will be payable at the time the order is placed.
7.2. We do not charge any additional fees for the payment method listed above.
8.1. You may cancel your subscription at any time.
8.2. To cancel a Subscription for any reason, please:
8.2.1. login to your app and go to Settings > Account;
8.2.2. press the Cancel button;
8.2.3. by clicking that button, you will be able to cancel your subscription and your payment with immediate effect.
8.3. We are not able to cancel your app for you if you choose to submit a request via other channels such as via email, phone, support or in writing. If you do submit a cancellation via this method, then you will be instructed on how to cancel as detailed in clause 8.2. This may take 24 working hours to be communicated. So, for example, if you email us over the weekend requesting to cancel your app, it will be the end of the working day on the following Monday before we can send through instructions to you on how to cancel. If payment is taken from you during that time and before you properly submit the cancellation as detailed in clause 8.2, then you will be liable for that payment and unfortunately, it cannot be refunded.
8.4. Upon cancellation:
8.4.1. your payment will be stopped with immediate effect from the time and date which you cancel;
8.4.2. you will be contacted by our team via phone as a courtesy to confirm that your payment has been stopped, to thank you and to update you with what happens next during the cancelation process;
8.4.3. your app will remain active for 10 days for you to access your data, after which time your app will be deleted along with all your content and if you are a member of our GoProposal Community, you will be removed;
8.4.4. we may ask you why you have chosen to cancel your Subscription and may use any answers you provide to improve the Services in the future, however, please note that you are under no obligation to provide any details if you do not wish to.
8.5. No refunds will be due to you as a result of cancellation of your Account under any circumstances whatsoever.
8.6. In certain limited circumstances we may cancel your Subscription and/or close your Account. If we take such action, you will be notified by email, and we will provide an explanation for the cancellation and/or closure.
8.6.1. if your Account is closed and your Subscription cancelled because you have breached these Terms and Conditions, you will not be entitled to a refund.
8.6.2. If you believe we have closed your Account and cancelled your Subscription in error, please contact us at [email protected].
8.7. Once a purchase for a particular Service has been completed and the Services performed or where the Service is the provision of access to Content, the Content has been made available to you, the Contract cannot be cancelled, and no refund is available.
8.8. Where you are contracting as a consumer, the provisions of this condition 8 do not affect your statutory rights.
8.9. For our rights to cancel, please see clause 24 (Termination).
9. Our Intellectual Property Rights and Licence
9.1. We grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to use the Service to produce Proposals and letters of engagements for personal (including research and private study) and business purposes, subject to these Terms and Conditions.
9.2. Subject to the licence granted to us under clause 13.3, Users retain the ownership of copyright and other intellectual property rights in their User Content (subject to any third-party rights in that User Content and the terms of any licence under which you use such Content).
9.3. All other Content included in the Service (including all user-facing material, and all underlying material such as code, software and databases) and the copyright and other intellectual property rights in that Content, unless specifically labelled otherwise, belongs to or has been licensed by us. All Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
9.4. Any ideas, enhancements or improvements to the Service, which you share with us, suggest, imply, identify or inspire in anyway whatsoever, belong to us in their entirety.
9.5. By accepting these Terms and Conditions, you hereby undertake:
9.5.1. not to copy, download or otherwise attempt to acquire any part of the Service or Content;
9.5.2. not to disassemble, decompile or otherwise reverse engineer the Service;
9.5.3. not to allow or facilitate any use of the Service that would constitute a breach of these Terms and Conditions; and
9.5.4. not to embed or otherwise distribute the Service on any website, ftp server or similar.
9.6. Whether we provide Content as part of the Subscription, or here we provide Content as a Support Service outside of a Subscription, we may set out specific Terms which apply to the use of that Content including the copying, use, publication and dissemination to others.
10.1. Subject to clause 10.2, “Confidential Information” means all information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms of this Contract, the Service, the documentation, our data, business and marketing plans, pricing and payment information, technology and technical information, product designs, and business processes.
10.2. Confidential Information excludes: (i) information that was known to the Receiving Party without a confidentiality restriction prior to its disclosure by the Disclosing Party; (ii) information that was or becomes publicly known through no wrongful act of the Receiving Party; (iii) information that was rightfully received from a third-party authorised to make such disclosure without restriction; (iv) information that has been independently developed by the Receiving Party without use of, or reference to, the Disclosing Party’s Confidential Information; and (v) information that was authorised for release (in writing) by the Disclosing Party.
10.3. The Receiving Party will use the same degree of care as it uses for its own confidential information of like nature, but no less than reasonable care, to protect the Disclosing Party’s Confidential Information from any use or disclosure not permitted by this Contract or authorised by the Disclosing Party. The Receiving Party may disclose the Disclosing Party’s Confidential Information to its employees, Affiliates and service providers who need access to such Confidential Information in order to effect the intent of this Contract, provided that they are bound by confidentiality obligations no less restrictive than those in the Contract. The Receiving Party shall be responsible for any breach of this clause by its employees, Affiliates and service providers.
10.4. The Receiving Party may disclose Confidential Information to the extent required by court or administrative order or law, provided that the Receiving Party provides advance notice thereof (to the extent practicable) and reasonable assistance, at the Disclosing Party’s cost, to enable the Disclosing Party to seek a protective order or otherwise prevent or limit such disclosure.
10.5. A breach of this clause 10 may cause irreparable damage, which money cannot satisfactorily remedy, and therefore, in addition to any other available remedies, the Disclosing Party may seek injunctive relief for any threatened or actual breach of this clause 10 without the need to prove damages or post a bond or other surety.
11. Links to the Service
11.1. You may link to the Service provided that:
11.1.1. You do so in a fair and legal manner;
11.1.2. You do not do so in a manner that suggests any form of association, endorsement or approval on our part where none exists;
11.1.3. You do not use any of our logos or trademarks (or any others displayed on the Service) without our express written permission; and
11.1.4. You do not do so in a way that is calculated to damage our reputation or to take unfair advantage of it.
11.2. You may not link to the Service from any other website the content of which contains material that:
11.2.1. is sexually explicit;
11.2.2. is obscene, deliberately offensive, hateful or otherwise inflammatory;
11.2.3. promotes violence;
11.2.4. promotes or assists in any form of unlawful activity;
11.2.5. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
11.2.6. is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
11.2.7. is calculated or is otherwise likely to deceive another person;
11.2.8. is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
11.2.9. misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do not fall within any of the other provisions of this clause 11.2 or clause 11.3);
11.2.10. implies any form of affiliation with us where none exists;
11.2.11. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trademarks, patents and database rights) of any other party; or
11.2.12. is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
11.3. Please note that the content criteria described above in clause 11.2 or clause 11.3 apply only to content over which the owner and/or operator of the website in question has direct control. You will not, therefore, be in breach of these Terms and Conditions if, for example, other users of a website on which you establish a link to the Service post content such as comments that violate the above criteria.
12. Links to Other Content
12.1. We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under our control. We neither assume or accept responsibility or liability for such third-party content. The provision of a link by us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
13. User Content
13.1. You agree that you will be solely responsible for any and all User Content that you create or upload using the Service. Specifically, you agree, represent and warrant that you have the right to create or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of our Acceptable Usage Policy, detailed in clause 15.
13.2. You agree that you will be liable to us and will, to the fullest extent permissible by law, indemnify us for any breach of the warranties given by you under clause 13.1. You will be responsible for any loss or damage suffered by us as a result of such breach.
13.3. Subject to clause 13.4, you (or your licensors, as appropriate) retain ownership of your User Content and all intellectual property rights subsisting therein. By creating or uploading User Content, you grant us and our Affiliates, employees, personnel, representatives, agents and subcontractors an unconditional, non-exclusive, fully transferable, royalty-free, perpetual, worldwide licence to use, store, archive, syndicate, publish, transmit, adapt, edit, reproduce, distribute, prepare derivative works from, display, perform and sub-licence your User Content for the purposes of operating and promoting and performing the Service and enhancing your experience in your use of the Service. Whilst we may edit User Content as part of our Service, we are under no obligation to do so. You agree to execute any document and do all things necessary to enable us to exercise our rights under this clause 13.3.
13.4. We will not make any use of any pricing or other confidential information which you create or upload to the Service save for the purposes of fulfilling our obligations under the Contract.
13.5. If you wish to remove User Content, you may do so by deleting it. Removing User Content also revokes the licence granted to us to use that User Content under clause 13.3. You acknowledge, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of our reasonable control).
13.6. We may reject, reclassify, or remove any User Content created or uploaded using the Service where that User Content, in our sole opinion, violates our Acceptable Usage Policy, or if we receive a complaint from a third party and determine that the User Content in question should be removed as a result.
14. Intellectual Property Rights and User Content
14.1. All User Content and the intellectual property rights subsisting therein, unless specifically labelled otherwise, belongs to or has been licensed by the relevant User, with the exception of any line items, wording, pricing methodologies or calculations which, you have agreed to share with us with the intention of us then sharing with other users. All User Content is protected by applicable United Kingdom and international intellectual property laws and treaties.
14.2. Users may not copy, distribute, publicly perform, publicly display, reproduce or create derivative works based upon, another User’s User Content without first obtaining the express consent of the User to whom the User Content in question belongs.
14.3. We take technical measures to limit and/or restrict the ability of Users to unlawfully copy User Content created using the Service. Despite such measures, we do not make any representation or warranty that your User Content will not be unlawfully copied without your permission.
15. Acceptable Usage Policy
15.1. You may only use the Service in a manner that is lawful and that complies with the provisions of this clause 15, specifically:
15.1.1. you must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
15.1.2. you must not use the Service in any way, or for any purpose, that is unlawful or fraudulent;
15.1.3. you must not use the Service to knowingly send, upload, or in any other way transmit data that contains any form of virus or other malware, or any other code designed to adversely affect computer hardware, software or any data of any kind; and
15.1.4. you must not use the Service in any way, or for any purpose, that is intended to harm any person or persons in any way.
15.2. The following types of User Content are not permitted on the Service and you must not create, submit, communicate or otherwise do anything that:
15.2.1. is obscene, deliberately offensive, hateful, or otherwise inflammatory;
15.2.2. promotes violence;
15.2.3. promotes or assists in any form of unlawful activity;
15.2.4. discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
15.2.5. is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
15.2.6. is calculated or otherwise likely to deceive;
15.2.7. is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
15.2.8. misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this clause 15.2);
15.2.9. implies any form of affiliation with us where none exists;
15.2.10. infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trademarks and database rights) of any other party; or
15.2.11. is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
16. User Policies
16.1. The following topics carry anti-competitive/antitrust risks and must not be discussed in any online GoProposal Community, meetings, seminars, or other functions:
16.1.1. Members’ current or future prices or components thereof, including actual prices, discounts, increases, reductions, rebates, and credit terms;
16.1.2. Confidential strategic information including, by way of example only, customer lists, turnovers, investments and marketing plans;
16.1.3. The possibility or desirability of members limiting their sales of any product or provision of services in any geographic area;
16.1.4. Reasons why GoProposal members should refuse to deal with a particular supplier or customer;
16.1.5. Whether the pricing or distribution practices of a competitor are “unethical” or constitute an unfair trade practice;
16.1.6. Efforts to influence suppliers’ or competitors’ prices;
16.1.7. What constitutes a “fair” profit margin; and
16.1.8. Price lists or procedures for coordinating price changes.
16.2. Members who make any use of the GoProposal Community agree to comply with applicable group rules as set out on the GoProposal Community landing page.
17.1. We may feature advertising within the Service, and we reserve the right to display advertising on the same page as any User Content.
17.2. You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
17.3. We are not responsible for the content of any advertising in the Service. Each advertiser is responsible for the content of their own advertising material. We will not be responsible for any advertising in the Service including, but not limited to, any errors, inaccuracies, or omissions.
18.1. Each party represents to the other that it has the authority to enter into this Contract, to carry out its obligations set out in this Contract, and to give the rights and licences granted herein.
18.2. We warrant that the Service will perform materially in accordance with the documentation. The warranty in this clause 18.2 shall only apply provided you use the Service in accordance with our operating instructions (including any instructions set out in the documentation) and provided that the Service has not been modified or altered by anyone other than us, or our duly authorised consultants, subcontractors or agents acting under our explicit instruction.
18.3. If you notify us in writing that the Service does not conform with the warranty in clause 18.2, we will use reasonable endeavours to correct any such non-conformance promptly. You will provide us with all the information that may be necessary to assist us in resolving the non-conformance, including a documented example of any defect or fault, or sufficient information to enable us to re-create the defect or fault. You will use reasonable endeavours to mitigate any loss, damage or liability you may incur as a result of such non-conformance. Subject to your right to terminate the Service in accordance with the provisions of this Contract, this clause 18.3 constitutes your sole and exclusive remedy for any breach of the warranties set out in clause 18.2.
18.4. DISCLAIMER OF ALL OTHER WARRANTIES. EXCEPT AS EXPRESSLY PROVIDED IN THIS CONTRACT, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE, ON BEHALF OF OURSELVES, OUR AFFILIATES AND LICENSORS, DISCLAIM TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, ALL OF WHICH ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING THOSE: (I) OF MERCHANTABILITY OR SATISFACTORY QUALITY; (II) OF FITNESS FOR A PARTICULAR PURPOSE; (III) OF NON-INFRINGEMENT; OR (IV) ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF PRIOR DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY PROVIDED HEREIN, WE, OUR AFFILIATES AND OUR LICENSORS DO NOT REPRESENT, NOR DO WE WARRANT, GUARANTEE OR UNDERTAKE THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE IS FREE FROM VIRUSES, BUGS, ERRORS OR MISTAKES, OR THAT THE SERVICE, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ISSUES WITH THE SERVICE THAT ARISE FROM USER CONTENT, THIRD-PARTY SERVICES OR THIRD-PARTY PROVIDERS. YOU ACKNOWLEDGE THAT WE DO NOT PROVIDE ANY ACCOUNTING, TAXATION, FINANCIAL, INVESTMENT, LEGAL OR OTHER ADVICE TO YOU, USERS, OR ANY THIRD-PARTY, AND YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT THE SERVICE MEETS YOUR REQUIREMENTS.
18.5. If you have any questions or complaints regarding the Service, please email us at [email protected] or by using any of the methods provided on our contact page on our website.
18.6. The pricing methodologies included within GoProposal by Sage are given as an example for how the app can be used. It is in no way intended to encourage you to price your services in any specific way whatsoever. It is provided with the intention of you adding your own pricing that you have arrived at via your own means.
19. Our Liability: Your Attention is Particularly Drawn to this Clause 19.
19.1. Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for:
19.1.1. death or personal injury caused by negligence; and
19.1.2. fraud or fraudulent misrepresentation.
19.2. This clause 19.2 sets out specific heads of excluded loss and exceptions from them:
19.2.1. Subject to clause 19.1, we shall not be liable for the following types of loss, which are wholly excluded:
126.96.36.199. Loss of profits.
188.8.131.52. Loss of sales or business.
184.108.40.206. Loss of agreements or contracts.
220.127.116.11. Loss of anticipated savings.
18.104.22.168. Loss of use or corruption of software, data or information.
22.214.171.124. Loss of or damage to goodwill.
126.96.36.199. Indirect or consequential loss.
19.3. We will not be liable for any loss or damage arising out of any disruption or non-availability of the Service resulting from external causes including, but not limited to, ISP equipment failure, host equipment failure, communications network failure, legal restrictions, censorship or a Force Majeure Event.
19.4. We exercise all reasonable skill and care to ensure that the Service is free from viruses and other malware. We will not be liable for any loss or damage resulting from a virus or other malware, a distributed denial of service attack, or other harmful material that may adversely affect your hardware, software, data or other material that occurs as a result of your use of the Service (including the downloading of any Content (including User Content) from it) or any other website or service that we may provide a link to.
19.5. The Services and Materials which we provide or otherwise make available are provided or created with all reasonable skill and care. Materials will be up to date when we upload them to: academy.goproposal.com. It is the User’s responsibility to ensure that the Materials when accessed, are applicable in the territory in which the User makes use of them, and that no change in law or regulation may have made any information contained in the Materials incorrect.
19.6. We will not be liable for: any loss arising as a result of any subsequent change in law or regulation; or their use in a manner other than for which they are provided, or which breaches this Contract.
19.7. Save as otherwise provided in this clause 19, our total liability whether arising in contract, tort, breach of statutory duty or otherwise shall not exceed the Price of the Service which gave rise to the claim in the preceding 12-month period.
19.8. This clause 19 shall survive termination of the Contract.
20. Viruses, Malware and Security
20.1. We exercise all reasonable skill and care to ensure that the Service is secure and free from viruses and other malware including, but not limited to, the scanning of any and all User Content for viruses and malware as it is uploaded. We do not, however, guarantee that the Service is secure or free from viruses or other malware and accept no liability in respect of the same under clause 188.8.131.52.
20.2. You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
20.3. You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via the Service.
20.4. You must not attempt to gain unauthorised access to any part of the Service, the server on which the Service is stored, or any other server, computer, or database connected to the Service.
20.5. You must not attach the Service by means of a denial-of-service attack, a distributed denial of service attack, or by any other means.
20.6. By breaching the provisions of clauses 20.3 to 20.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities, and we will cooperate fully with those authorities by disclosing your identity to them. Your right to use the Service will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
21. Privacy and Cookies
22. Data Protection
22.1. Each party will abide by terms of the Data Protection Addendum, posted on https://www.sage.com/en-gb/legal/terms-and-conditions/product-and-service-terms-and-conditions/data-protection-addendum/ (or such other URL as notified to you), as amended from time to time. Terms defined in the Data Protection Addendum shall have the same meanings when used in these terms and conditions unless otherwise specified and references therein to the “Agreement” shall be construed as references to this Contract. Any Personal Data shall be handled in accordance with the requirements of the Data Protection Addendum.
22.2. You agree that we may record, retain and use User Content (including Personal Data) and other data relating to use of the Service by you or your Users pursuant to the terms of the Data Protection Addendum and the Privacy Notice and clause 22.3, together with such other: (i) terms and conditions as we may otherwise notify to you; and (ii) consents or permissions as you may provide, from time to time in connection with such activities (collectively the “Additional Terms”). You consent to and authorise our access to and use of the User Content (including Personal Data) for the purposes referred to in this clause and agree that our use of the User Content (including Personal Data) is legitimate, proportionate and may be necessary. Nothing in this clause shall affect any individual’s rights under Data Protection Laws.
22.3. You agree that we may record, retain and use User Content (including Personal Data), in order to: (i) carry out research and development to improve our, and our Affiliates’, services, products and applications; (ii) develop and provide new and existing functionality and services (including statistical analysis, benchmarking and forecasting services, predictive analytics and artificial intelligence/machine learning) to you and other customers; and (iii) provide you with location based services (for example location relevant content) where we collect geo-location data to provide a relevant experience.
22.4. You agree that we may, when necessary to maintain, upgrade, troubleshoot, and/or protect the integrity of the Service, to ensure compliance with all applicable laws, statutes, codes and regulations, or to provide technical support and maintenance in connection with the Service, access and/or download User Content on a limited basis and for the sole purpose of completing maintenance, upgrades, troubleshooting, and/or protecting the integrity of the Service, ensuring compliance with all applicable laws, statutes, codes and regulations, or providing technical support and maintenance in connection with the Service.
22.5. Subject to the terms of clause 22.1 with respect to any Personal Data, where we use third-party subcontractors to provide certain features or functionality within the Service, you grant to those third parties a non-exclusive, worldwide, royalty-free licence to use your User Content to provide those features or functionality within the Service and further, for their own purposes, including for disclosure, distribution, licensing or sale on an anonymised, aggregated basis.
23. Communications from Us
23.1. If you have an Account, we may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to the Service, and changes to your Account.
23.2. We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by us include an unsubscribe link. Email marketing options can also be changed in the footer of the emails you receive. If you opt out of receiving emails from us at any time, it may take up to five (5) business days for us to comply with your request. During that time, you may continue to receive emails from us.
23.3. For questions or complaints about email communications from us (including, but not limited to, marketing emails), please contact us at [email protected].
24.1. This Contract commences on the Effective Date and continues until terminated by either part in accordance with this Contract.
24.2. This Contract may be terminated for convenience at any time:
24.2.1. by us, if we provide written notice of termination to you of not less than thirty (30) days; or
24.2.2. by you, if you: (i) provide written notice of termination to us of not less than thirty (30) days or such shorter period as we may specify from time to time, including within the Service; or (ii) follow such other process as we may specify from time to time, including within the Service.
The rights and obligations set out in this Contract (including your obligations to pay any applicable fees) shall continue until termination has taken effect.
24.3. Without affecting any other right or remedy available to us, we may terminate the Account with immediate effect by giving written notice to you if:
24.3.1. You commit a material breach of its obligations under these Terms and Conditions (other than a failure to pay any amount when due) and (if such breach is remediable) fail to remedy that breach within ten (10) days after receipt of notice in writing to do so;
24.3.2. You take any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
24.3.3. You suspend, or threaten to suspend, or cease or threaten to cease to carry on all or a substantial part of your business;
24.3.4. Your financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Terms and Conditions has been placed in jeopardy; or
24.3.5. You stop using your app to produce proposals or renewals and only remain as a subscriber to retain access to the GoProposal Community. The GoProposal community is a privilege of Active Users only and we reserve the right to cancel your subscription.
24.4. Without affecting any other right or remedy available to it, we terminate your Account with immediate effect by giving written notice to you if:
24.4.1. You fail to pay any amount due on the Account on the due date for payment; or
24.4.2. You suffer any event the result of which could damage our name or reputation.
24.5. Without affecting any other right or remedy available to us, we may suspend and/or cancel the Account or any other contract between you and us if you fail to pay any amount due under the Account on the due date for payment or you are otherwise in breach of this Contract.
25. Consequences of Termination
25.1. On termination of the Account you shall immediately pay to us all of our outstanding unpaid invoices and interest and, in respect of the Subscription but for which no invoice has been submitted, we shall submit an invoice, which shall be payable by you immediately on receipt.
25.2. On expiration or termination of this Contract for any reason: (i) all applicable suer licences and other rights granted to you shall immediately terminate, and you shall cease all activities authorised by this Contract; (ii) 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 these Terms and Conditions which existed at or before the date of termination, shall not be affected or prejudices; and (iii) subject to clause 25.4, each party shall, at the request of the other party, destroy all materials that may contain the other party’s Confidential Information and/or (to the extent legally and technically practicable) erase the other party’s Confidential Information from all computer and communication devices used by it. Notwithstanding the foregoing, each party may retain the other party’s Confidential Information to the extent required by law or any applicable governmental body, or by a regulatory authority or body of competent jurisdiction or the rules of any listing authority or stock exchange, to which it is subject, provided that such Confidential Information will continue to be governed by the terms of clause 10 of this Contract.
25.3. Any provision of these Terms and Conditions that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
25.4. User Content may be exported at any time during the term of this Contract. Subject to clause 25.1, with respect to Personal Data (as defined in the Data Protection Addendum):
25.4.1. following termination of this Contract, we will not delete User Content from our production environment for a period of six months or such other product-specific retention periods as we may notify to you from time to time including in documentation (the “Retention Period”), and may assist you with exporting User Content during the Retention Period at our standard hourly consulting rate; and
25.4.2. after the Retention Period has expired, we will have the right to delete or destroy all User Content in our systems or otherwise in our possession or control in accordance with our internal data retention policies, unless legally prohibited, and will have no further obligation to make it available to you.
We recommend that you download a copy of the User Content before the Retention Period expires. Should you desire longer storage of User Content, paid archival services may be available. Please see the Data Protection Addendum and the Privacy Notice for further details on data retention.
26. Compliance with Laws
26.1. You shall comply with all applicable laws, statutes, codes and regulations in relation to your use of the Service, including Data Protection Laws and all applicable laws in relation to anti-bribery, anticorruption, tax evasion and all sanctions 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 (“Relevant Requirements”). You shall, and shall procure that persons associated with you shall: (i) comply with all Relevant Requirements; (ii) not engage in any conduct which would constitute an offence under, or otherwise breach, any of the Relevant Requirements; (iii) not do, or omit to do, any act that may lead us to be in breach of any Relevant Requirements; and (iv) have and maintain in place during the term of this Contract your own policies and procedures to ensure and demonstrate compliance with the Relevant Requirements and will enforce them where appropriate.
26.2. Notwithstanding the generality of clause 26.1, the Service may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it and its Affiliates are not named on any U.S. government “denied persons list” (or equivalent targeted sanctions list) and that it and its Affiliates are not owned or controlled by a politically exposed person. You shall be obliged to notify us if, during the term of this Contract, you or any of your Affiliates become named on any U.S. government “denied persons list” (or equivalent targeted sanctions list) or become owned or controlled by a politically exposed person. You shall not permit Users to access or use the Service in a U.S. embargoed country or in violation of any U.S., UK or EU export laws or regulations, or in any Restricted Territories. “Restricted Territories” means: (i) Cuba, Iran, North Korea, Syria, Sudan and the territory of Crimea / Sevastopol / Donetsk / Kherson / Luhansk / Zaporizhzhia; and (ii) any other country or territory that is subject to sanctions by the United Kingdom, the European Union, or the U.S; and (iii) any other country or territory that becomes subject to sanctions by the United Kingdom, the European Union, or the U.S after the date of this Contract. Each party will promptly report to the other party if it has violated, or if a third party has a reasonable basis for alleging that it has violated, this clause 26. You shall have, and shall maintain throughout this Contract, appropriate procedures and controls to ensure and be able to demonstrate your compliance with this clause 26. In the event that this clause 26 is breached by you, we shall have a right to immediately suspend your use of the Service to the extent that we consider necessary without prior notice and/or terminate this Contract immediately on written notice to you. You shall indemnify (and keep indemnified) us and our officers, directors, employees, attorneys and agents against any claims, costs, damages, losses, liabilities and expenses (including attorney’s fees and costs) arising out of or in connection with your (or your Users) breach of this clause 26.
27.1. Assignment. We may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of our rights and obligations under the Contract. You shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of your rights and obligations under the Contract without our prior written consent.
27.2. Notices. Any notice to be given pursuant to this Contract will be in writing and will be: (i) given by delivering the notice by hand, or by sending it by prepaid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (ii) sent by email to the addresses specified in clause 23.3 or the email address notified by one party to the other party from time to time. Any notice will be deemed to have been given: (i) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (ii) if sent by prepaid first-class post or other next working day delivery service, at 9.00am on the second Business Day after posting; or (iii) if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, on the next Business Day.
27.3. Severability. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause 27.3 shall not affect the validity and enforceability of the rest of the Contract.
27.4. Waiver. A waiver of any right or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
27.5. Force Majeure. Notwithstanding any provision contained in the Contract, neither party will be liable to the other to the extent fulfilment or performance of any terms or provisions of the Contract are delayed or prevented by a Force Majeure Event.
27.6. Entire Agreement. Each party acknowledges that in entering into the Contract it does not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misrepresentation based on any statement in the Contract.
27.7. Amendments. We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of the Service after the changes have been implemented. You are therefore advised to check this page from time to time. In the event of any conflict between the current version of these Terms and Conditions and any previous version(s), the provisions current and in effect shall prevail unless it is expressly stated otherwise.
27.8. Third Party Rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
27.9. Governing Law and Jurisdiction. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of England. 27.9. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.