These Software Terms and Conditions (together with the documents referred to in it) ("Terms") give you the terms on which you agree to use our cloud-based financial management services.
By using our services, you confirm that you accept these Terms and that you agree to comply with them. If you do not agree to these Terms, you must not use our services.
"Accounting Data" means information relating to invoices and payments made or owed to you by a third party with whom you have a business relationship, including the following items:
Your identity and the identity of the third party
Contact details (address, telephone number, fax and email) of you and the third party
Amount of payment(s) due to you and applicable payment terms
Amount of payment(s) received by you and dates of receipt
Narrative details relating to the goods or services provided in exchange for the payment(s) due
“Authorised User” means any person or entity other than the Customer that uses the Services with the authorisation of the Customer from time to time.
“Customer” means the person who registers to use the Services, including any entity on whose behalf that person registers to use the Services.
“Data Protection Legislation” means the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications); and controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organisational measures: as defined in the Data Protection Legislation.
“Desktop Software” means any software provided to you by Satago which enables you to share your Accounting Data with us in order to use the Services.
“Sage Marketplace” means the online marketplace operated by Sage Global Services Limited through which Satago may make the Services available to you
“Satago" "we" "us" means Satago Financial Solutions Limited, a company registered in England and Wales with company number 09998904 and with registered office at 48 Warwick Street, London, W1B 5AW.
“Satago Plus” means the premium version of the Services, which is more particularly described on www.satago.com and the Sage Marketplace.
“Services” means the cloud-based financial management services ‘Practice Edition’ provided by Satago to you via app.satago.com, including where applicable the Satago Plus service, and as more particularly described on www.satago.com and the Sage Marketplace.
“Subscription Fees” means the fees for our Services, details of which can be found here: www.satago.com, or, where the Customer subscribes via the Sage Marketplace as set out on the Sage Marketplace, or as otherwise notified to the Customer in writing by Satago.
“Subscription Period” means the initial period of this agreement as set out on www.satago.com, or where the Customer subscribes via the Sage Marketplace, as set out on the Sage Marketplace, commencing on the date on which the Customer first signs up to the Services (or if there is a Trial Period, commencing at the end of the Trial Period) and each subsequent period of the same length as the initial period.
“Trial Period” is as described in clause 8.2.
“UK Data Protection Legislation” means all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.
“you” means the Customer, and each Authorised User.
“Your Data” means information inputted by the Customer and its Authorised Users (as applicable) for the purpose of using the Services, including any Accounting Data.
2. Software Compatibility
2.1 In order for us to provide our Service we must access a compatible accounting software package. A full list of the software packages (and relevant version numbers) can be found at help.satago.com. This list may be updated from time to time without notice. You shall ensure your accountancy software's compatibility.
2.2 Where you choose to use our Desktop Software, we may require remote and/or physical access to your computer to install the Desktop Software. You agree to provide us with unrestricted access to your computer for the purposes of installing the Desktop Software. We are only responsible for installing our Desktop Software and take no responsibility for upgrading and/or assessing the condition of your computer. If you are concerned about the functionality of your computer prior to installation, we suggest that you contact a computer specialist to assist you.
2.3 You warrant that, for the duration of your use of the Services, your accounting software is up to date, fully licenced and valid. We reserve the right to suspend our Services and uninstall or disable our Desktop Software at any time if we find that the use of your accounting software breaches the warranty in this clause.
2.4 You must maintain an online connection between your computer(s) hosting your accounting software (and our Desktop Software, if installed) at all times. You shall be solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to our data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
3. Authorised Use
3.1 Subject to the Customer paying the Subscription Fees in accordance with clause 9, the restrictions set out in this clause and the other terms and conditions of these Terms, we hereby grant the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to use and to permit the Authorised Users to use the Services during the Trial Period and all Subscription Periods.
3.2 In relation to the Authorised Users, the Customer undertakes that:
3.2.1 all Authorised Users shall be current clients of its accountancy business; and
3.2.2 each Authorised User shall keep a secure password for his use of the Services and that each Authorised User shall keep his password confidential.
3.2.3 it shall not make any representations, warranties, guarantees or other commitments to any Authorised User with respect to the specifications, features or capabilities of the Services which are inconsistent with those contained in the documentation, or promotional materials supplied by Satago.
3.3 You acknowledge and agree that:
3.3.1 The Customer determines who is an Authorised User and the level of Service that Authorised User has;
3.3.2 Customer shall ensure that the Authorised Users use the Services in accordance with these Terms and shall be responsible for any Authorised User's breach of these Terms; and
3.3.3 Customer controls each Authorised Users’ access to the Services and the level of Service that Authorised User has and can revoke or change such access and Service level at any time.
3.4 You (being the Customer or an Authorised User), shall not:
3.4.1 use the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Services or any operating system;
3.4.2 infringe our intellectual property rights or those of any third party in relation to its or their use of the Services; or
3.4.3 transmit any material that is defamatory, offensive or otherwise objectionable in relation to the use of the Services.
3.5 Except as permitted under these Terms, you (being the Customer or an Authorised User), shall not:
3.5.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent expressly permitted under these Terms:
(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software in any form or media or by any means; or
(b) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software; or
3.5.2 access all or any part of the Services in order to build a product or service which competes with the Services; or
3.5.3 use the Services to provide services to third parties; or
3.5.4 license, sell, rent, lease, transfer, assign or otherwise make the Services available to any third party, or
3.5.5 attempt to obtain, or assist third parties in obtaining, access to the Services; or
3.5.6 introduce or permit the introduction of, any virus into our network and information systems.
3.6 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
3.7 You agree to use the Services in a fair and reasonable manner for your genuine internal business requirements only and not to make excessive requests for credit reports and other services provided pursuant to these Terms.
3.8 Satago shall be entitled to audit the Services in order to establish full details of any Authorised Users (or unauthorised users). For clarity, if such audits reveal that any unauthorised users have accessed the Services, then without prejudice to Satago’s other rights, the Customer shall pay to Satago an amount equal to any underpayment of fees set out at Satago’s then headline rates.
4.1 We shall provide the Services to you on and subject to these Terms.
4.2 We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week. If for any reason we need to interrupt the Services for exceptional, unscheduled maintenance, we will use reasonable endeavours to publish advance notice of such interruption on our website.
5. Your Data
5.1 You shall own all right, title and interest in and to all of Your Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all of Your Data.
5.2 You warrant that any Accounting Data available on your accounting software platform is a true and complete record of your financial dealings with any relevant third party, and that the data has not been falsely entered onto your accounting system or modified in any way before transmission to us. You also warrant that you have not provided Accounting Data which is likely to lead to a misleading representation of any third party, for example only providing details of selected transactions with a third party. You also warrant that all Accounting Data will be kept up to date and that you will inform us of any material changes to the Accounting Data you provide to us. You also warrant that you will reconcile invoices before authorising us to chase payments as the performance of our Services relies on the accuracy of the information you provide. Satago bears no responsibility for any acts or omissions which occur as a result of inaccurate information you provide (for example, incorrect or missed payment chases).
5.3 You will be liable to us and indemnify us for any breach of any warranty you make to us, and for any liability we incur in sending out payment reminders to any third party, and such indemnity will cover all loss or damage, including consequential loss, we suffer as a result of your breach of warranty. The Customer indemnifies us for any breach of any warranty in this clause 5 made by an Authorised User and/or which relates to an Authorised User’s Accounting Data and for any liability we incur and all loss or damage, including consequential loss, we suffer as a result of such breach of warranty.
5.4 We may from time to time ask you to verify any Accounting Data that you have provided to us, and you agree to co-operate with us at your own cost to such extent and provide to us such information and assistance as we may reasonably require.
5.6 The parties will comply with all applicable requirements of the Data Protection Legislation. This clause is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
5.7 The parties acknowledge that:
5.7.1 for the purposes of the Data Protection Legislation, if we process any personal data on the Customer’s behalf when performing our obligations under these Terms, the Customer is the controller and we are the processor, and if we process any personal data on an Authorised Users’ behalf when performing our obligations under these Terms, the Authorised User is the controller and we are the processor.
5.7.2 the scope, nature and purpose of any processing of personal data by us will be to store, use and destroy such personal data to the extent required to perform the Services, the types of personal data will include names and contact details of the Customer or Authorised User and third parties with whom the Customer or Authorised User does business and the processing will be for the duration of this agreement.
5.7.3 the personal data may be transferred or stored outside the European Economic Area or the country where the Customer and the Authorised Users are located in order to carry out the Services and our other obligations under this agreement.
5.8 Without prejudice to the generality of clause 5.6, you will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data and the Accounting Data to us for the duration and purposes of this agreement so that we may lawfully use, process and transfer such data in accordance with these Terms on your behalf.
5.9 Without prejudice to the generality of clause 5.6, we shall, in relation to any personal data processed in connection with the performance by us of our obligations under this agreement:
5.9.1 process that personal data only on your written instructions unless we are required by the laws of any member of the European Union or by the laws of the European Union applicable to us and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where we are relying on Applicable Laws as the basis for processing personal data, we shall promptly notify you of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit us from so notifying you;
5.9.2 not transfer any personal data outside of the European Economic Area unless the following conditions are fulfilled:
(a) you or Satago has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies;
(c) Satago complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
(d) Satago complies with reasonable instructions notified to it in advance by you with respect to the processing of the personal data;
5.9.3 assist you, at your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
5.9.4 notify you without undue delay on becoming aware of a personal data breach;
5.9.5 at your written direction, use reasonable endeavours to delete or return personal data and copies thereof to you on termination of the agreement unless required by Applicable Law to store the personal data (and for these purposes the term "delete" shall mean to put such data beyond use); and
5.9.6 maintain complete and accurate records and information to demonstrate its compliance with this clause and immediately inform you if, in our opinion, an instruction infringes the Data Protection Legislation.
5.10 Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
5.11 You consent to Satago appointing a third-party processor of personal data under these Terms. Satago confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this clause and which Satago confirms reflect and will continue to reflect the requirements of the Data Protection Legislation. As between you and Satago, Satago shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause.
6. Proprietary Rights
6.1 All intellectual property rights in the Services throughout the world belong to us (or our licensors) and the rights in the Services are licensed (not sold) to you. You have no intellectual property rights in, or to, the Services other than the right to use them in accordance with these terms.
6.2 We confirm that we have, and will maintain, all necessary licences, consents, and permissions necessary for the performance of our obligations under these Terms.
7. Our Liabilities and Responsibilities
7.1 We shall provide the Services with reasonable skill and care. We shall not however be responsible for any failure to deliver the Services resulting from factors outside of our control, including, without limitation, the non-performance or improper performance by third parties of services which we outsource or license in to provide our Services, or any failure on your part to maintain an online connection between your systems and ours, or provide us with accurate information as reasonably requested by us to perform our Services.
7.2 We do not warrant that:
7.2.1 your use of the Services will be uninterrupted or error-free; or
7.2.2 that the Services and/or the information obtained by you through the Services will meet your requirements.
7.3 Use of the Services is not intended to amount to financial or accounting advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the information obtained by you through the Services.
7.4 We shall always aim to protect your identity and will only disclose your identity if reasonably required to do so by operation of law or in accordance with a court order, or if we believe that it is appropriate in all of the circumstances to do so.
7.5 Except as expressly and specifically provided in these Terms:
7.5.1 you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction;
7.5.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms; and
7.5.3 the Services are provided to you on an "as is" basis.
7.6 Nothing in these Terms excludes our liability:
7.6.1 for death or personal injury caused by our negligence; or
7.6.2 for fraud or fraudulent misrepresentation.
7.7 Subject to clause 7.5 and clause 7.6:
7.7.1 we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms; and
7.7.2 our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Services under these Terms shall be limited to the total fees paid by you during the 12 months immediately preceding the date on which the claim arose.
8. Trial Period and Subscription Duration
8.1 Subject to the provisions of this clause, these Terms shall commence on the date on which the Customer first signs up to the Services and shall continue for an initial Subscription Period. Unless terminated in accordance with clause 10, at the end of the initial Subscription Period and each subsequent Subscription Period, these Terms shall automatically continue for another Subscription Period.
8.2 Where the Customer is offered a set number of days to trial the Services, with no obligation to continue to use the Services thereafter (a "Trial Period") then these Terms shall commence on the date on which the Customer signs up to the Trial Period.
8.3 The Customer may cancel its subscription to the Services at any time during the Trial Period by email to firstname.lastname@example.org, via the Customer's account on our website, by email to email@example.com, or via the Sage Marketplace (as applicable).
8.4 Unless terminated in accordance with clause 8.3, at the end of the Trial Period, the Customer’s subscription to the Services shall automatically continue for an initial Subscription Period. Unless terminated in accordance with clause 10, at the end of the initial Subscription Period and each subsequent Subscription Period, these Terms shall automatically continue for another Subscription Period.
9.1 The Customer shall pay the Subscription Fees to us for each Subscription Period. Where the Customer has purchased the Services via Sage Marketplace, the Customer shall pay the Subscription Fees for each Subscription Period via Sage Marketplace. We reserve the right to amend our Subscription Fees from time to time upon reasonable notice to the Customer.
9.2 All payments will be made through third-party payment providers such as the Sage Marketplace or Stripe. The Customer will find details of their accepted payment methods on the relevant third-party payment providers’ payment page.
9.3 Subscription Fees will be processed by the relevant third-party payment provider in advance on the first date of each Subscription Period.
9.4 The Customer may purchase Satago Plus for any of its Authorised Users from time to time. The Customer shall be responsible for paying Satago Plus fees in respect of each Authorised User upgraded to Satago Plus. Such fees shall be added to the Customers’ Subscription Fees from the date of such upgrade.
9.5 All amounts and fees stated or referred to in these Terms are exclusive of value added tax, which shall be added to the Subscription Fees payments at the appropriate rate.
9.6 We reserve the right to suspend and disable access to our Services by the Customer and its Authorised Users immediately if the Customer fails to pay any Subscription Fees.
9.7 We shall be under no obligation to provide any or all of our Services while any overdue Subscription Fees remain unpaid.
10. End of Service
10.1 The Customer may terminate our Services at any time by email to firstname.lastname@example.org, via the Customer's account on our website, by email to email@example.com, or via the Sage Marketplace (as applicable). . The Customer’s subscription to the Services will terminate at the end of the Subscription Period in which notice is received by us.
10.2 Our Services may also be terminated by the Customer or Satago on notice by email to the other if the other party is in material breach of these Terms (including non-payment) and has failed to rectify such breach (in the case of a breach capable of being remedied) within thirty (30) days of receiving a notice requiring that other party to do so. We may terminate our Services on written notice to the Customer if any Authorised User is in material breach of these Terms and such breach is not rectified (in the case of a breach capable of being remedied) within thirty (30) days of the Customer receiving a notice requiring it to be rectified. On material breach of these Terms (including non-payment) by the Customer or any of its Authorised Users, we may immediately suspend access to our Services by the Customer and its Authorised Users until such breach is remedied. Notice under this clause, if given by the Customer shall be emailed to firstname.lastname@example.org or email@example.com (as applicable) and, if given by Satago, shall be emailed to the email address used by the Customer to register for the Services.
10.3 Termination shall discharge us from any liability for further performance of our Services to the Customer and its Authorised Users.
10.4 If you are a user of the Desktop Software, we will have to uninstall that software from your computer(s) and you shall provide such access as we reasonably require to do so.
11. Compliance with Relevant Law
11.1 We each undertake to the other that we will comply fully with all applicable legal obligations and all applicable statutes, laws, regulations, directives or requirements made by any governmental authority or equivalent body of competent jurisdiction.
12.1 Each party undertakes that it shall not at any time disclose to any person any confidential information disclosed in connection with the Services including any information (whether or not technical) that would be regarded as confidential by a reasonable business person, except as permitted below.
12.2 Each party may disclose the other party's confidential information:
12.2.1 to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party's rights or carrying out its obligations under these Terms or in connection with the Services. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with this clause and at all times, each party is liable for any failure to comply; and
12.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
12.3 No party shall use any other party's confidential information for any purpose other than to exercise its rights and perform its obligations under these Terms or in connection with the Services.
12.4 On termination, subject to clause 5, each party shall use its best endeavours to destroy or erase all documents and materials (and any copies) containing, reflecting, incorporating or based on any confidential information of the other party.
12.5 The provisions of this clause shall continue to apply after the termination of these Terms.
13. Other Terms
13.1 You may not assign, licence or transfer any of your obligations under these Terms to any third party. We may freely assign our rights and obligations under these Terms.
13.2 If any party fails to exercise any right or remedy available under these Terms then such failure or delay will not prevent that party from relying on those rights or remedies in the future. A waiver of a breach of these Terms shall not constitute a waiver of any other breach of these Terms.
13.3 The enforceability or otherwise of any clause, sub-clause or provision of These Terms shall not affect in any way the enforceability of the remainder of these Terms.
13.4 A person who is not a party to this agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of these Terms but this does not affect any right or remedy that exists or is available apart from that Act.
13.5 These Terms are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.