Brightpearl Terms of Service

These terms govern the use of the Services and are an agreement between you and us.

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where “ control” is the direct or indirect ownership or control of at least a majority of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. An entity is an Affiliate only so long as such control continues.

“Agreement” means these terms, your Order(s), any Statement(s) of Work between you and us, the Data Protection Addendum, Privacy Notice and any attachments, schedules, exhibits and annexes hereto or to an Order or Statement of Work.

“API” means the application programming interface made available by Sage to you which facilitates the incorporation of certain aspects of the Services into your existing software and systems.

“Customer Data” means the data, information or material provided, inputted or submitted by Users, or otherwise on your behalf, into the Services, which may include data (including Personal Data) relating to Users, your customers, suppliers or employees or other third parties.

“Data Protection Addendum” means the Data Protection Addendum posted on Data Protection Addendum 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

“Data Protection Laws” has the meaning set forth in the Data Protection Addendum.

“Documentation” means the online or written user guides, specifications, and manuals regarding the Services made available by Sage, and any updates thereto.

“Effective Date” (i) of the Agreement means the date when the first Order is signed by both you and us, and (ii) of an Order means when the Order is signed by both you and us.

“Force Majeure” means an act of God (e.g., a natural disaster, accident or epidemic) or another event outside of reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party outside the party’s control).

“Intellectual Property Rights” means rights recognised by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, domain name rights, database rights, know-how, rights in confidential information and all other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for and renewals and extensions of, such rights and all similar or equivalent rights or forms of protection.

“Order” means an ordering document executed by you and us for subscription to Services and/or, if applicable, for the provision of professional services by us.

“Personal Data” shall have the same meaning as in the Data Protection Laws.

“Privacy Notice” means the Sage privacy policy found at Privacy Notice.

“Reseller” means an authorised reseller through which you purchase a subscription to the Services.

“Sage” means The Sage Group plc or an Affiliate thereof. Brightpearl Limited is a Sage Affiliate.

“Sage Data” means the information on the Order, data about the configuration and use of the Services, Usage Data, the Documentation, and other information provided to you via login in the Services or otherwise by Sage in the course of performance under this Agreement, other than Customer Data.

“Services” means the products and services ordered by you under an Order and made available online by Sage, including any associated offline or mobile components.

“Statement of Work” means a statement of work between you and us for the provision of implementation, consulting or other professional services related to the Services.

“Third-Party Provider” means any Third-Party Service provided by a party other than Sage.

“User” means a named individual authorized by you to use the Services and who has been supplied with user credentials for the Services by you or by us at your request.

we, us or our means Brightpearl Limited, or such other Sage entity identified on the Order or invoices issued to you under this Agreement.

you or your means the person accepting this Agreement; if such acceptance is on behalf of a company or other legal entity then: (i) the signatory represents that he/she has the authority to bind such entity to the terms of this Agreement; (ii) “you” and “your” refers to such entity.

2. Usage Rights.

2.1. Access to the Services. Subject to the terms and conditions of this Agreement, we grant you a limited-term, non-exclusive, non-sublicensable, non-transferable (except as expressly permitted herein) right to access and use the Services specified in your Order(s) solely for your internal business purposes.

2.2. Subscriptions. Unless otherwise noted on an Order, Services are purchased as time-based subscriptions.

2.3. Your Responsibilities. You are responsible for: (i) the confidentiality of User access credentials; (ii) setting up appropriate internal roles, permissions, policies and procedures for the safe and secure use of the Services; (iii) the activity of your Users in the Services; and (iv) your Users’ compliance with this Agreement.

2.4. Restrictions. You shall not: (i) provide the Services to any third party other than your Users; (ii) derive the source code or use tools to observe the internal operation of the Services; (iii) copy, modify or make derivative works of the Services; (iv) remove any proprietary markings or notices; (v) frame or mirror the Services; or (vi) use the Services for any illegal or unlawful purpose.

3. Availability and Support

3.1. Availability. We will use commercially reasonable efforts to maintain availability of the Services 24 hours a day, 7 days per week, subject to planned maintenance, Force Majeure events, and the terms of this Agreement.

3.2. Changes. In the event that your use of the Services disrupts the Services, we may modify or temporarily restrict your use.

3.3. Technical Support. Your Users will receive technical support for the Services in accordance with the terms of the Order.

3.4. Professional Services. We may provide additional professional services, such as implementation, training, customization, or consulting.

4. Fees and Payment

4.1. Fees. You shall pay us the fees as set forth on the Order.

4.2. Add-Ons. If, during a subscription term, you add new subscriptions to Services, such Services will be billed at a prorated amount.

4.3. Taxes. All fees are exclusive of taxes.

4.4. Late Payment; Non-Payment. If we do not receive any fees by the due date, those fees shall accrue interest at the lower of 1.5% per month or the maximum rate permitted by law.

5. Proprietary Rights and Data

5.1. Services. Sage shall own all rights, title and interest in and to the Services.

5.2. Customer Data. You own all rights in Customer Data; you grant Sage a worldwide license to use the Customer Data.

5.3. Feedback. You may provide Sage with feedback about the Services, which Sage will own all rights to.

5.4. Data Privacy. Each party will abide by terms of the Data Protection Addendum.

6. Confidentiality and Data Security

6.1. Confidential Information. “Confidential Information” means all information disclosed by either party that is designated as confidential.

6.2. Confidentiality Obligations. The Recipient will use care to protect the Discloser’s Confidential Information.

6.3. Disclosure Required by Law. The Recipient may disclose Confidential Information when required by law with advance notice, unless prohibited.

6.4. Data Security. We will maintain a security program for the protection of Customer Data.

7. Third-Party Services

7.1. No Endorsement or Warranty. We do not endorse any Third-Party Service and shall have no liability for any damages caused.

7.2. Data Sharing. If you obtain a Third-Party Service that requires access to Customer Data, it’s between you and the Third-Party Provider.

8. Term and Termination

8.1. Term. All Services subscriptions specified in your Order will run for the period set forth therein.

8.2. Termination. Either party may terminate the Agreement for a material breach.

8.3. Effect of Termination. On expiration or termination of this Agreement, all User licenses will immediately terminate.

9. Warranties

9.1. Authority. Each party represents that it has the authority to enter into this Agreement.

9.2. Our Warranties. We warrant that the Services will perform materially in accordance with the Documentation.

9.3. Disclaimer of All Other Warranties. The Services are provided on an “AS IS” basis.

10. Indemnification

10.1. Our Indemnification. We shall indemnify you against any claims arising out of alleged infringement of rights.

10.2. Indemnification by You. You will indemnify us against claims arising out of your acts or omissions.

11. Limitation of Liability

11.1. Limitations. Neither party shall have liability for any indirect damages.

12. General Provisions

12.1. Compliance with Laws. Each party shall comply with all applicable laws.

12.2. Assignment. Neither party may assign any rights without the other party’s consent.

12.3. Entire Agreement. This Agreement constitutes the entire agreement regarding the use of the Services.