Futrli by Sage Terms of Service

(Last updated: 30 November 2022)

1. What this Agreement is about

1.1. If you are a user of Futrli by Sage products and services, this Agreement describes how you may use Futrli and is made up of these terms and conditions and our Privacy Notice.

1.2. If you are a partner and have subscribed to the Futrli Partner Program terms and conditions (“Futrli Partner”), this Agreement describes how you and your own clients may use Futrli and this Agreement applies in addition to the terms and conditions of the Futrli Partner Program as applicable to and accepted by you. If there is any difference between this Agreement and the Futrli Partner Program terms and conditions, the terms of this Agreement will take precedence in relation to your operation and use of Futrli.

1.3. In this Agreement, where we say “Futrli”, we mean all Products and Services offered by us, which consist of financial and non-financial forecasting, reporting, monitoring, analysis, consolidation and benchmarking for Small to Medium business enterprises and accountants and bookkeepers, and include other Services offered by Futrli from time to time which you have selected and which are subject to these Terms. Futrli primarily offers three distinct types of subscriptions: pay as you go subscriptions, tiered plan subscriptions and additional subscriptions for add-on services, such as Whitelabelling and Consolidation where appropriate.

2. Definitions and Interpretation

2.1. In this Agreement:

“Affiliate” shall mean 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.

“Control” shall mean 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.

“Customer Data” shall mean the data, information or material provided, inputted or submitted by you or on your behalf into Futrli, which includes any data which has been retrieved with your permission by Futrli from one of our integration partners (such as Xero or Intuit) which is processed by Futrli and which may include data relating to you or your clients’ customers suppliers, employees or other third parties.

“Data Protection Addendum” our Data Protection Addendum posted on http://www.sage.com/dataprotectionaddendum (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.

“Data Protection Laws” means any law, statute, declaration, decree, directive, legislative enactment, order, ordinance, regulation, rule or other binding restriction (as amended, consolidated or re-enacted from time to time) which relates to the protection of individuals with regards to the processing of personal data to which a party is subject, including the Data Protection Act 2018, the UK GDPR (and where applicable the EU GDPR) and The Privacy and Electronic Communications (EC Directive) Regulations 2003.

“Documentation” means the user guides, specifications, instructions and manuals relating to the Service made available by us through the Service or otherwise on a website administered by us or our Affiliates, as updated from time to time, but excluding marketing materials and sales publications.

“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, government authority or by another third-party outside the party’s control). For the purposes of this Agreement, 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.

“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), trade secret rights, trade marks, service marks, domain name rights, database rights, patents, trade secrets, 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 which subsist or will subsist now or in the future in any part of the world.

“Organisation” means a logically separated area in Futrli Platform containing data belonging to a single business. Users may have access to more than one Organisation should they be using Futrli to manage the affairs of more than one business.

“Privacy Notice” the Sage privacy notice, found at https://www.sage.com/company/privacy-notice-and-cookies, as updated from time to time.

“Services” means (a) the provision of services including, but not limited to Futrli Adviser and Futrli Predict as defined from time to time by Futrli; and (b) other services provided by Futrli as detailed in writing between the parties.

“Service Fees” means the fees payable by you in respect of the Services.

“Subscriber User” means any user of the Futrli Platform who is considered by us to be responsible for paying the bill for any Pro features in an Organisation.

“Third-Party Provider” means the provider of a Third-Party Service.

“Third-Party Service(s)” means any product(s) (e.g. software, cloud services, or forms), tool(s) (e.g. integration or development tools) or service(s) (e.g. implementation, configuration, development or accounting) provided by a party other than Futrli.

“User” means an individual who is authorised to use Futrli, for whom you have purchased a subscription, and who has been supplied with a user identification and password by you (or by us at your request). Users may include your employees, consultants, contractors or agents.

“we” “us” “our” “Futrli” means Futrli by Sage owned by Sage Global Services Limited a company incorporated in England (company registration number 09506951, VAT number GB 555 909 605) whose registered office is at C23 - 5 & 6 Cobalt Park Way Cobalt Park, Newcastle Upon Tyne, United Kingdom, NE28 9EJ, or such other entity as may be identified in the invoices which are issued to you with respect to your use of Futrli and the Services, in which case your contracting entity shall be the entity identified in your invoices unless and until specified otherwise by us.

“you” or “your” means the person accepting this Agreement, provided that if such acceptance is on behalf of a company or other legal entity then: (i) the person represents that they have the authority to bind such entity and its Affiliates to the terms of this Agreement; and (ii) “you” and “your” refers to such entity and, to the extent appropriate, such Affiliates.

2.2. We may change the terms and conditions of this Agreement and our Privacy Notice at any time. We will use reasonable endeavours to communicate any changes to you via a notification in Futrli or by sending an email to you, but it is up to you to ensure that you regularly check, read, understand and agree to the most recent version of this Agreement and our Privacy Notice on our website at www.futrli.com as you will be deemed to have accepted all changes if you continue to use Futrli.

3. Who this Agreement is between

3.1. This Agreement is between: you, the person or organisation authorised to use Futrli; and us.

3.2. By entering into this Agreement, we both agree to be bound by and keep to it.

4. How you accept this Agreement, and when this Agreement starts

4.1. You accept every term and condition of this Agreement, and this Agreement starts from the earliest date you tick a box or click on a button (or something similar) when you are asked to confirm that you accept this Agreement during sign up to the service, or when you use Futrli (or any part of it). If you accept this Agreement and pay the relevant Service Fees (where applicable), we give you the right to use Futrli in the way described in this Agreement. You must not use Futrli in any other way.

4.2. This Agreement will continue until terminated in accordance with clause 21 or any other clause in this Agreement which by its express provisions allows a party to terminate this Agreement.

4.3. If you don't accept this Agreement, you should contact us or your Futrli Partner immediately (where you have set up your Futrli account through your Futrli Partner and your Futrli Partner administers it for you) and you should not use Futrli.

5. Registering with Futrli

5.1. On registering with Futrli you will either provide us with an email address and password (the “sign-in information”) or you will authenticate through Single Sign On (“SSO”) via one of our authentication partners. You will be sent an activation email to this email address during registration and you will need to activate your account within 28 days of receiving the activation email. Failure to activate your account may lead to an inability to access any data which may have been entered into that account.

5.2. Futrli will use the Personal Data it obtains from the relevant SSO authentication partner to manage your Futrli account and shall not be responsible for loss of any data from your Futrli account or unauthorised access to your Futrli account which arises as a result of failures in the security of the relevant SSO authentication partner.

5.3. Once you have set up your Futrli account via an SSO authentication partner, you will be able to change your personal details by following the instructions available within the settings area of Futrli.

6. Setting up a Futrli account directly

6.1. The date on which you provide billing details to allow us to charge you for any paid component will become your “Billing Date” and you will be invoiced immediately and will be charged the current list price in advance. Your subscription will automatically renew on your Billing Date.

6.2. If at any time during your subscription you want to include additional Futrli components within your subscription you must pay the applicable fees for each additional Futrli component and your subscription fee will be prorated from the date access to the additional Futrli component is made available to you until your next Billing Date. If you wish to reduce access to certain Futrli components, you may do so from your next Billing Date when your fees will be calculated to take account of your reduced access to the Futrli components.

6.3. If you fail to pay any amount payable by you under this Agreement, then, without limited our rights or remedies: (i) we may charge you interest on the amount overdue from the due date of payment up to and including the date of actual payment (as well as before and after judgment), at the rate of 1.5% of the outstanding balance per month, or up to the maximum rate permitted by law, whichever is lower; and/or (ii) we may apply shorter payment terms to any future fees. Such interest shall accrue on a daily basis and be compounded quarterly and you will pay the interest to us immediately upon demand. If at any time we charge you an incorrect price, we reserve the right to rectify our invoice and claim payment from you for the correct amount which you agree to pay. If we have overcharged you, we will reimburse you for the amount by which you have been overcharged.

6.4. We may increase the subscription fee for Futrli at any time by giving you not less than 30 days’ written notice and such an increase will take effect from your next payment date after this notice period has ended.

6.5. By using the functionality within Futrli you can invite others to register with Futrli and grant them access to your Futrli workspace. If you choose to do this, we cannot accept any liability for the actions of those you invite including, without limitation, their access to your Futrli workspace, the data contained within it and the data contained within any third party service with which your Futrli account integrates.

7. Setting up a Futrli account through a Futrli Partner

7.1. If your Futrli Partner sets up your Futrli account for you, you will be invited to join their workspace to view your organisation’s data. If you pay your Futrli Partner and not us (until such time that we, and/or your Futrli Partner, notifies you to pay us directly) for your use of some or all of the Futrli components to which you have access, your Futrli Partner will manage your access rights to these Futrli components.

7.2. If your Futrli Partner sets up your Futrli account for you and invites you to access some Futrli components, depending on your Agreement with your Futrli Partner, should you require access to other paid-for Futrli components that your Futrli Partner does not provide, you may need to pay for these yourself. In this event you will be charged by us for these components as a direct customer (as per clause 6 of this Agreement) and you will be responsible for managing who else has access to these components.

7.3. You are responsible for working with your Futrli Partner to set and manage access rights and levels of access that your Futrli Partner has over your Futrli account as agreed between you and your Futrli Partner. You acknowledge that we have no control over such access rights and therefore we accept no liability for any loss or damage or other liability that you suffer as a result of any act, omission or failure of your Futrli Partner.

8. Your rights to use Futrli and your obligations

8.1. You must only use Futrli for your internal business purposes and only to sync your own business information into Futrli, unless you are a Futrli Partner. Futrli Partners may sync their clients’ data into Futrli for the purpose of analysing and gaining insights from this data on behalf of such clients (where the client permits this) and for making the Futrli service available to them.

8.2. All rights of ownership of the information you or a Futrli Partner syncs into Futrli remain yours but your access to this information is dependent upon you complying with these terms and conditions and your applicable subscription fee being paid in full. We follow good industry practice to prevent data loss; however, you must keep copies of any information inputted into Futrli (or generated by it) as we cannot guarantee that your information will not be lost or damaged.

8.3. You cannot transfer your Futrli subscription (or your use of Futrli for demonstration and evaluation purposes or any free trial, promotion or activation code) to any other person or organisation. For example, you cannot sell it if you no longer want to use Futrli, or if you become insolvent an insolvency practitioner may not pass on your Futrli subscription (including your sign-in information) as part of your business’s assets. Further information on this is set out in clause 22.4.

8.4. You must comply with all applicable laws and legislation in respect of your use of Futrli. When sharing data via Futrli, you must ensure that the content of any data does not and will not result in any injury, damage or harm to us or any third party (including, without limitation, defamation or breach of confidentiality) and the content does not contain anything which is unlawful, obscene, indecent or immoral or promotes illegal or unlawful activities. You must not use the Futrli services to post, share or disseminate any material unrelated to the use of Futrli, including (but not limited to): offers of goods or services for sale, unsolicited commercial email, files that may damage any other person’s computing devices or software or material in violation of any law (including material that is protected by copyright or trade secrets which you do not have the right to use). When you use Futrli to communicate or share any information, you represent that you are permitted to make such communication and share such information. We are under no obligation to ensure that communications sent by users of Futrli are legitimate or that they are related only to the use of Futrli services.

8.5. You acknowledge that we are not your accountant, we do not provide accountancy services and Futrli should not be used as a substitute for professional accountancy advice.

8.6. Some features of Futrli rely on integration with third party products or services or provide access to technology, information or services not provided by us (“Additional Services”). You may purchase or subscribe to third party complementary products, software or services that integrate or work with Futrli and it is your responsibility to decide whether or not to use these Additional Services. If you choose to do so you must agree to the separate applicable terms and conditions presented to you by the third party for those Additional Services. If there is a conflict between any of the terms of this Agreement and the Additional Services terms, the Additional Services terms will apply in relation to your use of the Additional Service in question. Except where clause 20.3 applies, we are not responsible for any issue with any third-party technology, information and / or services and will not be liable for those issues. We may withdraw access to such third party technology, information or services via Futrli at any time and without notifying you.

8.7. Futrli may use insight gained from your data to introduce you to Additional Services offered by third parties with whom we partner. You acknowledge that should this happen, it in no way represents a recommendation or any form of financial advice from us. It is your responsibility to decide whether these Additional Services meet your particular needs. You acknowledge that where Additional Services include the provision of a quote, this may require us to share a limited set of your data with a third party in order for a personalised quote to be calculated and displayed in Futrli. You agree that it is your sole responsibility to ensure that the data used by any third party to provide you with any Additional Services is accurate and you acknowledge that these Additional Services are not provided to you by Futrli nor by your accounting software provider and in no way constitute a recommendation to you from them.

8.8. You acknowledge that, where relevant, the third party provider of the Additional Services may collect from you the subscription fees due for Futrli. In such circumstances, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to the third party provider via the payment method and subject to the payment terms specified during registration or which may otherwise be notified to you from time to time, in default of which the payment terms set out in this Agreement shall apply.

8.9. You agree that if you receive Futrli at a special or discounted price you will only be able to receive Futrli at that special or discounted price if your subscription fees for Futrli are paid continuously. Any delay or other failure in payment which results in a suspension, termination or other deactivation of your account may result in your subscription fee being reactivated at our then-current list price which will be higher than the special or discounted price you previously paid.

8.10. You may invite anyone else to use or benefit from Futrli and you may use Futrli with someone else’s information to provide an advisory service to them. Should they register as a user of Futrli, their use of Futrli will be subject to these terms and conditions and they will be considered by us to have rights equal to all other users of Futrli.

9. Special Terms for Futrli Platform

If you subscribe to Futrli Platform (including any applicable free trial period), the following terms and conditions shall apply to you.

9.1. Setting up Futrli Platform

9.1.1. Unless you have been invited to join an existing Organisation in Futrli Platform, when you register with us we will create a new Organisation for you. You may create as many additional Organisations as you like and you may invite as many users are you like to each Organisation, although we reserve the right to cap this number at our discretion at any time in the future.

9.1.2. In each Organisation you will need to choose one or more products (Flow, Predict or Playground), and you will be guided through connecting each product to one or more third party data sources (integrations).

9.1.3. Depending on the Futrli Platform product you have chosen, we may offer both a Freemium version and a Pro version. The Freemium version will be free to use until we notify you otherwise, irrespective of how many integrations you may have. We may, at our sole discretion, stop providing at any time and upon reasonable notice, any version of Futrli.

9.1.4. Depending on the product, we may provide access to all Pro features for a short period of time from when you first start using it as a Freemium user. Such access to Pro features is provided at our discretion and we reserve the right to change the period of time such access is granted or to withdraw it altogether without notice.

9.2. Accessing Pro features of Futrli Platform

9.2.1. The Pro features of Futrli Platform are paid-for features. Should you choose the Pro version of a Futrli Platform product, you may choose to be billed either monthly or annually per integration. The subscription fee is payable to us in advance. Should additional integrations be subsequently be added to that product or should you choose to subscribe to a Pro version of another Futrli Platform product, you will be charged immediately in advance for any additional integrations and the charge will be prorated to your next billing date.

9.2.2. You may invite any number of additional users to any of your Organisations in Futrli Platform and you may grant them access to any of the Futrli Platform products in that Organisation at no additional cost.

9.2.3. You may grant users permission to add integrations to Futrli Platform products within Organisations they have access to and you may grant them permission to activate Pro features in these products. The role you give each such user will determine whether newly activated Pro integrations will be paid for by you or, should they not have permission to affect your bill, by them.

9.2.4. It is possible for Pro integrations used by different Futrli Platform products in the same Organisation to be paid for by different users. As a Futrli Partner you may use this capability to set up Organisations in Futrli Platform on behalf of your clients and remain flexible on which Pro integrations you pay us for and which integrations your clients themselves pay us for.

9.3. Downgrading from Pro features in Futrli Platform

9.3.1. Should you choose to downgrade from the Pro version of a Futrli Platform product to the Freemium version and you only have access to one Organisation in Futrli Platform, the downgrade will be scheduled automatically to take place on your next billing date and you will have access to the Pro features until that date. A refund will not be available.

9.3.2. Should you choose to downgrade from the Pro version of a Futrli Platform product to the Freemium version and you have access to more than one Organisation in Futrli Platform, you will be given the option to transfer the Pro features to the same product in another Organisation (potentially making it available to different users you have invited). Should you choose this option, the downgrade will take place immediately and you will be able to upgrade the same product in a different Organisation without your bill being affected.

10. Special Terms for Futrli Advice

10.1. SERVICES.

10.1.1. If you request Services from Futrli these special terms will apply. Futrli will provide, and you agree to accept and make payment for the Services performed by Futrli.

10.1.2. Ownership of Work Product from the Services.  Ownership of the work product including, without limitation, deliverables and Documentation developed by Futrli as part of the Services delivered to you under this Agreement, and all intellectual property rights and interests created ("Work Product"), shall be and remain with Futrli.  Futrli grants to you a non-exclusive, perpetual, non-transferable, royalty-free license to use the Work Product for your own internal business purposes and solely in combination with the Futrli Service.  The rights granted to you under this Section are subject to (i) payment in full of all Services Fees; and (ii) you continuing to maintain a subscription with Futrli.

10.2. SERVICES WARRANTY

10.2.1. Our warranty to you. Futrli warrants that the Services shall be performed with reasonable skill and care by competent, qualified personnel and/or contractors in a professional manner consistent with industry standards.  In performing the Services, Futrli shall use reasonable commercial efforts, and shall devote a reasonable amount of time, personnel and resources, to deliver the Services. Futrli’s sole obligation, and your sole remedy, for a breach of warranty relating to Services shall be for Futrli to re-perform the Services without additional charge to You.

10.3. FEES AND PAYMENT FOR PURCHASED SERVICES

10.3.1. Services Fees. Futrli shall notify you of the monthly Service Fee and you shall pay all Services Fees in accordance with this Agreement. For clarity, payment obligations are non-cancellable and fees paid are non-refundable during the term of Futrli’s provision of the Services.

11. Restrictions on your use of Futrli

11.1. The following list gives examples of things you must not do with Futrli:

11.1.1. You shall not licence, rent, sell, resell, lease, transfer, assign, distribute, display, disclose or otherwise commercially exploit or make Futrli or Documentation available to any third-party other than your Users, or include Futrli as part of a facility management, timesharing or service bureau arrangement except as expressly authorised in this Agreement.

11.1.2. You shall not attempt to decompile, reverse compile, disassemble, reverse engineer, copy, modify or make derivative works based upon Futrli.

11.1.3. You shall not remove any proprietary notices or labels from Futrli or the Documentation.

11.1.4. You shall not create internet links to or from, or frame or mirror any part of, Futrli.

11.1.5. You shall not use Futrli, including through a Third-Party Service, for any purpose other than those for which it was designed and specifically shall not use it:

11.1.5.1. with messaging platforms to send unsolicited messages that may be considered spam or in violation of applicable laws or regulations;

11.1.5.2. to provide us with fraudulent information;

11.1.5.3. to store sensitive data such as bank account data, social security (or equivalent) numbers and credit card data outside of the designated fields therefor;

11.1.5.4. to send or store material which violates the rights of a third-party;

11.1.5.5. to interfere with or disrupt the integrity, security, availability or performance of Futrli or other data contained therein or threaten to do the same;

11.1.5.6. to make or attempt to make a local non-cache copy of any part of Futrli; or

11.1.5.7. for any other illegal or unlawful purposes.

11.1.6. You must not introduce any viruses or harmful technology to Futrli;

11.1.7. You must not try to gain unauthorised access to Futrli or any underlying technology;

11.1.8. You must not try to affect the availability of Futrli to our users (sometimes called ‘a denial-of-service attack’);

11.1.9. You may not use Futrli to help you develop your own software. For example, you must not use or copy all or any part of Futrli’s graphical user interface, operating logic or code of any kind for it to be part of any software or other product or technology, unless that use or copying is allowed by law.

11.2. In the event that you breach the provisions of this Agreement, or your use of Futrli interferes with or disrupts the integrity, security, availability or performance of Futrli, we reserve the right, without liability or prejudice to our other rights, to immediately modify or temporarily restrict or suspend your access to any aspect of Futrli without notice to you.

11.3. It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Futrli. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of Futrli or which causes us or threatens to cause us to incur any legal, tax or regulatory liability. We will also not tolerate any conduct by you which is (or we reasonably deem to be) offensive, malicious, threatening, intimidating or otherwise unacceptable behaviour (“Unacceptable Conduct”). If we consider you have participated in any Unacceptable Conduct, we may end this Agreement by giving you 20 days’ notice in writing. In these circumstances you will not be entitled to a refund of any amounts you have paid to us in advance for your subscription period.

12. Our promises relating to Futrli

12.1. Whilst we aim to provide uninterrupted use of Futrli, unfortunately we can’t guarantee this. For example, some interruptions may be caused by reasons outside our control and in such circumstances, we will not be responsible for any failure to perform our obligations in this Agreement, and we will be excused from that failure for so long as those circumstances continue.

12.2. In cases where Futrli includes information supplied by third parties, we do not guarantee or verify the accuracy or completeness of that information.

12.3. We do not promise:

12.3.1. that Futrli will be compatible with your web browser or computer set-up;

12.3.2. that Futrli will meet your own needs;

12.3.3. that you will be able to use Futrli in any particular way;

12.3.4. that you will get particular outputs from Futrli;

12.3.5. that any forecasts or predictive analysis Futrli performs will be an accurate representation of the future;

12.3.6. that the standard of the results you get from using Futrli will meet your expectations; or

12.3.7. that, where you use our technical support services, we will be able to fix your problem or remedy your issue.

The fact that you may have told our representative about how you intend to use Futrli will not affect this clause as Futrli has been developed for many different types of users, and you are responsible for setting up and accessing Futrli so that you can use it in the way you need, and as best suits your circumstances.

12.4. You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.

12.5. We will take reasonable steps to make sure that Futrli is free from viruses but we cannot guarantee this. We recommend that you use your own virus-protection software as we will not be responsible for any loss or damage caused by any viruses or other harmful technology that may infect your computer systems, data or other material owned by you.

12.6. You are responsible for controlling who can access your Futrli account. We advise that you don’t allow anyone else to use your sign in information and that you change your password at regular intervals

12.7. From time to time we may temporarily suspend access to Futrli, for maintenance, repairs or other reasons. We will try to do this outside normal business hours and provide advance notice but this might not always be possible. If we become aware that there is an issue with Futrli which affects you we may contact you to discuss the steps required to remedy that issue. You agree to provide all reasonable assistance in helping us remedy that issue.

12.8. We promise that we will use our reasonable skill and care to provide any service to you under this Agreement.

12.9. This Agreement describes all of our promises relating to Futrli. Unless this Agreement says otherwise, we are not bound by any other contract terms, warranties or other type of promise. If, under any law, a particular term, warranty or other type of promise relating to Futrli would automatically be included in this Agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.

13. Data

13.1. Data privacy and Personal Data. Each party will abide by terms of the Data Protection Addendum, and references therein to the “Agreement” shall be construed as references to this Agreement. Any Personal Data (as defined in the Data Protection Addendum) shall be handled in accordance with the requirements of the Data Protection Addendum.

13.2. Customer Data. You agree that we may record, retain and use Customer Data (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 13.3, 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 Customer Data (including Personal Data) for the purposes referred to in this clause and agree that our use of the Customer Data (including Personal Data) is legitimate, proportionate and may be necessary. Nothing in this clause shall affect any individual’s rights under Data Protection Laws.

13.3. Product improvement. You agree that we may record, retain and use Customer Data (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 Sage 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.

13.4. Access to Customer Data. You agree that Sage 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 Customer Data 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.

13.5. Third-parties. Subject to the terms of clause 13.1 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 nonexclusive, worldwide, royalty-free licence to use your Customer Data 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.

14. Compliance with Laws

14.1. You shall comply with all applicable laws, statutes, codes and regulations in relation to your use of Futrli, including Data Protection Laws and all applicable laws in relation to anti-bribery, anti-corruption, 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 Agreement your own policies and procedures to ensure and demonstrate compliance with the Relevant Requirements and will enforce them where appropriate.

14.2. Notwithstanding the generality of clause 14.1, Futrli 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 Agreement, 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 Futrli 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, Russia, Syria, Sudan and the territory of Crimea / Donetsk / Luhansk / Sevastopol; 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 Agreement. 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 14. You shall have, and shall maintain throughout this Agreement, appropriate procedures and controls to ensure and be able to demonstrate your compliance with this clause 14. In the event that this clause 14 is breached by you, we shall have a right to immediately suspend your use of Futrli to the extent that we consider necessary without prior notice and/or terminate this Agreement 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 attorneys fees and costs) arising out of or in connection with your (or your Users) breach of this clause 14.

15. Technical support and how we may access your Futrli account

15.1. During the period of your subscription, we will use reasonable endeavours to give you 24-hour technical support 7 days a week (although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using Futrli, and we do not provide any warranty or guarantee that we will be able to fix any problems or remedy any issues experienced by you in relation to Futrli. We may provide this by telephone, email, web-chat, remote assistance (where we will access your account and data online) or self-help online support as described in the Help Section of Futrli. You grant us the right to access your data to provide such support. If we do not have this access we may not be able to provide you with support.

15.2. We may release enhancements or provide additional features to Futrli (“Updates”). The frequency and how we provide any Updates to you will be at our discretion. We may tell you when we have provided such Updates via a notification in Futrli or by sending an email to you.

15.3. We will not at any time give you technical support or other assistance for any hardware, third-party software, services or other equipment used with Futrli.

16. Intellectual Property Rights

16.1. Futrli Intellectual Property Rights. Although you have rights to use Futrli as described in this Agreement, we (or the third party from whom we obtain our rights if we are not the owner) reserve all rights, title and interest in and to Futrli (including any configurations, customisations, modifications, enhancements, Updates and revisions thereof), Documentation and any related logos, including any software we provide to replace all or part of Futrli, including all related Intellectual Property Rights therein. The only rights you have to Futrli are as set out in this Agreement.

16.2. Ownership of Customer Data. All title and Intellectual Property Rights in and to the Customer Data is owned by you, and you grant us, our Affiliates, employees, personnel, representatives, agents and subcontractors a worldwide, royalty-free, non-exclusive licence to host, copy, transmit, display and use the Customer Data to provide, administer and ensure the proper operation of Futrli and related systems, and to perform our rights and obligations under this Agreement.

16.3. Feedback. You may, but are not required to, provide us, our Affiliates, employees, personnel, representatives, agents or subcontractors with ideas, suggestions, requests, recommendations or feedback about Futrli (“Feedback”). If you do so, you grant us and our Affiliates, employees, personnel, representatives and agents a nonexclusive, royalty free, worldwide, perpetual, irrevocable licence to use, exploit, reproduce, incorporate, distribute, disclose, and sublicence any Feedback for any purpose.

17. Confidentiality

17.1. Definition of Confidential Information. Subject to clause 17.6, "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 Agreement, Futrli, the Documentation, business and marketing plans, pricing and payment information, technology and technical information, product designs, and business processes.

17.2. Exceptions. 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.

17.3. Confidentiality obligations. 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 Agreement 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 Agreement, provided that they are bound by confidentiality obligations no less restrictive than those in the Agreement. The Receiving Party shall be responsible for any breach of this clause by its employees, Affiliates and service providers.

17.4. Disclosure required by law. 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.

17.5. Injunctive relief. A breach of this clause 17 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 17 without the need to prove damages or post a bond or other surety.

17.6. Publicity. Neither party shall make any public statement about this Agreement or the relationship of the parties governed by this Agreement that identifies the other party without the other party’s prior written consent, except that while you are a customer, We may use your name and logo in its customer list in a manner that does not suggest endorsement. If at any time you do not want us to use your name or logo(s) in the ways described above, please let us know by sending an email to Callum.O’hare@sage.com or by contacting your usual representative. We will remove any reference to your name and logo(s) as soon as reasonably possibly, however, you acknowledge that it may take a short while to process your request and that some former publications of your name and logo(s) may still be publicly available. For more information about how we uses information about you please refer to our Privacy Notice.

18. Warranties

18.1. Authority. Each party represents to the other that it has the authority to enter into this Agreement, to carry out its obligations set out in this Agreement, and to give the rights and licences granted herein.

18.2. Futrli warranties. We warrant that Futrli will perform materially in accordance with the Documentation. The warranty in this clause 18.2 shall only apply provided you use Futrli in accordance with our operating instructions (including any instructions set out in the Documentation) and provided that Futrli 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. Remedies. If you notify us in writing that Futrli does not conform with the warranty in clause 18.2, we will use reasonable endeavours to correct any such nonconformance 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 Futrli in accordance with the provisions of this Agreement, 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 AGREEMENT, FUTRLI 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 NONINFRINGEMENT; 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 FUTRLI WILL BE UNINTERRUPTED OR ERROR-FREE, THAT FUTRLI IS FREE FROM VIRUSES, BUGS, ERRORS OR MISTAKES, OR THAT FUTRLI, DOCUMENTATION AND/OR THE INFORMATION OBTAINED BY YOU THROUGH FUTRLI WILL MEET YOUR REQUIREMENTS OR PRODUCE PARTICULAR OUTCOMES OR RESULTS. WE ARE NOT RESPONSIBLE OR LIABLE FOR ANY ISSUES WITH FUTRLI THAT ARISE FROM CUSTOMER DATA, 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 THIRDPARTY, AND YOU ACCEPT THAT IT IS YOUR RESPONSIBILITY TO ENSURE THAT FUTRLI MEETS YOUR REQUIREMENTS.

19. Indemnification

19.1. Our indemnification. Subject to clause 19.4, we shall indemnify and hold you and your Affiliates harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that Futrli infringes the Intellectual Property Rights of a third-party. In no event shall we, our Affiliates, employees, consultants, agents and subcontractors be liable to you to the extent that the alleged infringement is based on: (i) a customisation or modification of Futrli by anyone other than us; (ii) your use of Futrli in a manner contrary to the instructions given to you by us, including such instructions given in any Documentation; (iii) your use of Futrli in combination with any service, software, hardware, network or system not supplied by us, if the alleged infringement relates to such combination; or (iv) your use of Futrli after notice of the alleged or actual infringement from us or any appropriate authority.

19.2. If Futrli infringes, or we reasonably believes it may infringe, third-party rights, we may, at its own expense and sole discretion: (i) procure the right for you to continue use of Futrli; (ii) modify Futrli so that it becomes non-infringing; or (iii) if (i) or (ii) are not feasible, terminate the Agreement and refund you a pro-rata refund of any prepaid fees covering the period following the effective date of termination.

19.3. Indemnification by you. Subject to clause 19.4, you shall indemnify us and hold us, our Affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your and your Users’ acts or omissions with respect to Futrli including (without limitation) your and your Users’ use of Futrli and any Customer Data and/or your breach of any of your obligations under this Agreement including, but not being limited to: (i) a claim alleging that your collection, retention or use of the Customer Data infringes the rights of, or has caused harm to, a third-party; or (ii) a claim alleging that your use of Futrli in breach of this Agreement infringes the rights of, or has caused harm to, a third-party, or violates applicable law.

19.4. Indemnification procedure. In the event of a potential indemnity obligation under this clause 19, the indemnified party shall: (i) give the indemnifying party prompt written notice of the claim; (ii) give the indemnifying party sole control of the defence and settlement of the claim (provided that the indemnifying party may not settle or defend any claim unless it unconditionally releases the indemnified party of all liability and such settlement does not affect our business or Futrli); and (iii) provide to the indemnifying party all reasonable assistance, at the indemnifying party’s expense.

19.5. Exclusive remedy. The indemnification obligations set forth above represent the sole and exclusive liability of the indemnifying party and the exclusive remedy of the indemnified party for any third-party claim described in this clause.

20. Limitation of Liability

20.1. OTHER THAN YOUR OBLIGATIONS TO PAY FEES AS SET OUT IN THIS AGREEMENT AND YOUR INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S (INCLUDING ITS AFFILIATES’) AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE VALUE OF THE FEES PAID OR PAYABLE BY YOU TO US IN RELATION TO FUTRLI IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

20.2. Subject to clauses 20.4 and 20.5, we will not be responsible whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following (even if we knew or should have known there was a possibility you could suffer or incur such loss or damage):

20.2.1. loss of profit, business or revenue and/or depletion of goodwill or similar losses;

20.2.2. loss of use or loss of or damage to data / information inputted by you into Futrli;

20.2.3. any interruption to your business or damage to information, however that interruption or damage is caused;

20.2.4. losses you suffer as a result of using Futrli other than as described in the relevant documents or instructions; and / or

20.2.5. any loss or damage which we could not have reasonably known about at the time you entered into this Agreement including, without limitation any special, indirect or consequential loss or damage.

20.3. Nothing in this Agreement will exclude the liability of either party for:

20.3.1. fraud;

20.3.2. death of or personal injury to any person as a result of our negligence; or

20.3.3. any other matter which cannot be excluded or limited under applicable law.

20.4. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement.

20.5. Your and our responsibilities under this Agreement are reasonable because they reflect that:

20.5.1. we cannot control how, and for what purposes, you use Futrli;

20.5.2. we have not developed Futrli specifically for you; and

20.5.3. although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Futrli is problem or error free.

20.6. You may not circumvent the limitations of liability herein or receive multiple recovery under this Agreement by bringing claims on behalf of your Affiliates.

20.7. You agree that you shall only be entitled to bring a claim, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, against us with respect to any issues related to Futrli.

21. How this Agreement may be brought to an end and what happens on termination

21.1. We may end this Agreement:

21.1.1. immediately if we or your Futrli Partner (if appropriate) do not receive your subscription fee or any other fees due to us under this Agreement by the relevant due date; or

21.1.2. at any time on giving you at least 30 days’ notice and if we do, we will refund to you any amounts you have paid in advance for the applicable subscription period calculated from the date of termination.

21.2. You may end this Agreement at any time by sending us an email to help@futrli.com. In the case of the Futrli Platform, the Subscriber User must send this email. If you end this agreement, we will confirm the date that this Agreement will end. We will not give you a refund for any amounts you have paid in advance for the applicable subscription period, and you must immediately pay all amounts you owe to us (or your Futrli Partner as the case may be) by the date this Agreement ends. If you continue to use Futrli after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.

21.3. Should we have granted you access to paid-for Futrli functionality on a free trial basis for whatever reason, if at the end of the trial period you choose not to pay the subscription fee to continue to use the paid-for functionality, your access to such functionality will immediately end.

21.4. If you or we discover that the other has done something which is not allowed by this Agreement, or has not done something that must be done, the one making such discovery can give the other written notice that the matter must be put right within 30 days. If the matter is put right within that time, no further action will be taken. If it is not put right within that time, the person who made the discovery may end this Agreement upon giving the other notice in writing.

21.5. This Agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you or your Futrli Partner become insolvent (or something similar happens) or your business or that of your Futrli Partner is not able to pay its debts, stops trading or becomes insolvent (or something similar happens). In those circumstances we will have no further obligation to you under this Agreement and any monies due from you will become immediately due and payable.

21.6. No matter how this Agreement ends, the information you store in Futrli remains your information and you can access it in a format provided by Futrli before the end of this Agreement. If you (or your Futrli Partner) wish to access your information after this Agreement has ended, you agree to pay our reasonable charges for that access, but you accept that we have automated processes that periodically delete data belonging to customers with whom this Agreement has ended and therefore we may ourselves no longer have access to your information.

21.7. In addition to our rights to end this Agreement, we may also suspend your use of Futrli at any time if we (or your Futrli Partner if applicable) do not receive payment in full when due or if we suspect that you or your Futrli Partner has breached any part of this Agreement. If you are an Futrli Platform customer, we may suspend your use of Futrli Platform for all Organisations you have access to, regardless of which business is in breach of this Agreement and / or has defaulted in payment.

21.8. Any suspension of your Futrli account will continue until such time that the breach in question has been remedied to our reasonable satisfaction and/or we have received payment from you in full. Where we suspend or terminate your use of Futrli under this clause, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee. In accordance with clause 8.9 above, if you received Futrli at a special or discounted price your subscription fee may be reactivated at our then-current list price which will be higher than the special or discounted price you previously paid.

22. What else do you need to know?

22.1. If a court or similar body decides that any wording in this Agreement cannot be enforced, that decision will not affect the rest of this Agreement, which will remain binding on both parties. However, if the wording that cannot be enforced could be enforced if part of it is deleted, we will both treat the relevant part of the wording as if it is deleted.

22.2. If you or we fail to, or delay in, exercising any rights under this Agreement, that will not mean that those rights cannot be exercised in the future.

22.3. This Agreement and the documents we refer to above constitute the entire Agreement between you and us for your use of Futrli, and replaces all documents, information and other communications (whether spoken or written) between us for such use.

22.4. As specified in clause 8.3, this Agreement is personal to you and may not be transferred, assigned, subcontracted, licensed, charged or otherwise dealt with or disposed of (whether in whole or in part) by you without our prior written consent. We may transfer, assign, subcontract, license, charge or otherwise deal with or dispose of (whether in whole or in part) this Agreement at any time without your consent.

22.5. A person who is not a party to this Agreement has no right to enforce any term of it.

22.6. Where either party is required to notify the other party by email, the party shall be deemed to have received the email on the first business day following transmission.

22.7. Each party is an independent contractor and neither party has any authority to act on behalf of the other. Neither party will represent itself as agent, servant, franchisee, joint venture or legal partner of the other. We are entering into this Agreement as principal and not as agent. Subject to any permitted assignment under clause 22.4, the obligations owed by us under this Agreement shall be owed to you solely by us and the obligations owed by you under this Agreement shall be owed solely to us. You acknowledge and agree that our accredited partners are independent of us, and these businesses have no authority (either explicit or implied) to enter into contract or grant any licence or provide any representation, warranty, condition or guarantee with or to you on our behalf, or otherwise commit us to any obligations.

22.8. Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent fulfilment or performance of any terms or provisions of the Agreement are delayed or prevented by a Force Majeure Event.

22.9. Except as otherwise specified in this Agreement, any formal notice required to be given under this Agreement will be in writing and will be sent by prepaid mail or recorded delivery or by email to the party required to receive the notice at the address given for that party. Any notice will be deemed to have been duly received if sent by: (i) pre-paid mail, 48 hours after posting; (ii) recorded delivery on the next business day; or (iii) email at 09:00. a.m. on the next business day after the email is sent, or earlier if the intended recipient has confirmed receipt (either specifically or by conduct).

23. Which laws govern this Agreement?

23.1. This Agreement is governed by the laws of England and Wales and you and we both irrevocably agree that the courts of England will have exclusive jurisdiction to hear and decide any dispute, action, suit or proceedings on all disputes arising out of this Agreement, including any disputes as to its existence, validity or termination or claims about this Agreement.

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