1.2. In this agreement, where we say “Construction Manager Cloud” we mean all products comprising the Construction Manager Cloud online product family
2.1. This agreement is between: you, the person or organisation authorised to use Construction Manager Cloud; and us, JNC Solutions Ltd (company registration number 2843407, VAT number 487 2612 23, registered office: Freetrade Exchange, 37 Peter St, Manchester M2 5GB)
2.2. By entering into this agreement, we both agree to be bound by and keep to it.3. How you accept this agreement, and when this agreement starts
3.1. 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 Construction Manager Cloud asks you to confirm that you accept this agreement.
3.2. This agreement will continue until terminated in accordance with clause 18.
3.3. If you don’t accept this agreement, you should contact us or your Sage Accountant immediately and you should not use Construction Manager Cloud.4. Your rights to use Construction Manager Cloud and your obligations
4.1. If you accept this agreement and pay the relevant subscription fees (where applicable), we give you the right to use Construction Manager Cloud in the way described in this agreement. You must not use Construction Manager Cloud in any other way.
4.2. You must only use Construction Manager Cloud for your internal business purposes and only to input your own information into Construction Manager Cloud. If you are a third party, ie Accountant or IT support company you must have permission from the authorised organisation to access their data and will be considered a user for that organisation.
4.3. All rights of ownership of the information you or a Sage Accountant inputs into Construction Manager Cloud 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 Construction Manager Cloud (or generated by it) as we cannot guarantee that your information will not be lost or damaged.
4.4. You cannot transfer your Construction Manager Cloud subscription (or your use of Construction Manager Cloud for demonstration and evaluation purposes or any free trial, promotion or activation code) ), or Construction Manager Cloud Account created via a Mobile App (as defined in clause 9.1 below) to any other person or organisation. For example, you cannot sell it if you no longer want to use Construction Manager Cloud, or if you become insolvent an insolvency practitioner may not pass on your Construction Manager Cloud subscription (including your sign-in information) as part of your business’s assets. Further information on this is set out in clause 19.4.
4.5. You must comply with all applicable laws and legislation in respect of your use of Construction Manager Cloud and for any filing or sharing. You must ensure that the content of any files 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.
4.6. You acknowledge that we are not your accountant and Construction Manager Cloud should not be used as a substitute for professional accountancy advice.
4.7. Some features of Construction Manager Cloud rely on integration with Sage products and services (such as Sage 50 Accounts and Payroll) or provide access to technology, information or services not provided by us (such as the HM Revenue & Customs website). You may purchase or subscribe to third party complimentary products, software or services that integrate or work with Construction Manager Cloud. It is your responsibility to decide whether or not to use Additional Services and 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 17.4 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 third party technology, information or services via Construction Manager Cloud at any time and without notifying you.5. Setting up a Construction Manager Cloud account
5.1. We will give you your sign-in details and passwords to enable you to use Construction Manager Cloud (the “sign-in information”) once you have registered with us and the relevent subscription has been paid. You will need to activate your account within 28 days of receiving the activation email which we will send to the email address you have registered with us. Failure to activate your account may lead to an inability to access any data which may have been entered into that account.
5.2. Following registration we will send you an email confirming how to start using Construction Manager Cloud and/or the duration of the subscription period. If you continue to use Construction Manager Cloud, you agree to pay the applicable subscription fee (plus any VAT or applicable sales tax) directly to us via the payment method specified during registration or via any different payment method which we may notify to you from time to time, until either you or we end this agreement in one of the ways set out in clause 18. 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. If you fail to pay any amount payable by you under this agreement, 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 4% per annum above the base rate for the time being of Lloyds Bank plc if you subscribe to Construction Manager Cloud in the United Kingdom or The Bank of Ireland if you subscribe to Construction Manager Cloud in the Republic of Ireland. Such interest shall accrue on a daily basis and be compounded quarterly and you will pay the interest to us immediately upon demand.
5.3. We may increase the subscription fee for Construction Manager Cloud 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. Use of Construction Manager Cloud
6.1. You are solely responsible for obtaining and maintaining your internet and network connections and any associated problems are your responsibility.
6.2. We will take reasonable steps to make sure that Construction Manager Cloud 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.
6.3. We cannot guarantee that Construction Manager Cloud will be compatible with your web browser or computer set-up or that your access to Construction Manager Cloud will be uninterrupted or error free (this may be beyond our control).
6.4. You are responsible for controlling who can access your Construction Manager Cloud 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.
6.5. From time to time we may temporarily suspend access to Construction Manager Cloud, 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.
7.1. The following list gives examples of things you must not do with Construction Manager Cloud:
7.1.1. you must not introduce any viruses or harmful technology to Construction Manager Cloud;
7.1.2. you must not try to gain unauthorised access to Construction Manager Cloud or any underlying technology;
7.1.3. you must not try to affect the availability of Construction Manager Cloud to our users (sometimes called ‘a denial-of-service attack’);
7.1.4. unless you are a Sage Accountant or except as expressly permitted in this agreement, you must not give anyone else any right (of any kind) to use or benefit from Construction Manager Cloud in any way or provide Construction Manager Cloud to others. For example, you cannot use Construction Manager Cloud with someone else’s information to provide a service to them;
7.1.5. you may not use Construction Manager Cloud to help you develop your own software. For example, you must not use or copy all or any part of Construction Manager Cloud’s ‘graphical user interface’, ‘operating logic’ or ‘database structure’ for it to be part of, or to develop, any software or other product or technology, unless that use or copying is allowed by law.
7.2. It is impossible to provide an exhaustive list of exactly what constitutes acceptable and unacceptable use of Construction Manager Cloud. In general, we will not tolerate any use which damages or is likely to damage our business or reputation, the availability or integrity of Construction Manager Cloud 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 with 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.
Information you provide to us (this information excludes any data inputted by you or on your behalf into Construction Manager Cloud which we refer to in this agreement as “Customer Data”)
8.1.1. provide, manage and administer your use of Construction Manager Cloud;
8.1.2. fulfil our contractual obligations under this agreement;
8.1.3. liaise with regulators, banks, law enforcement agencies (including the police);
8.1.4. contact you to see if you would like to take part in our customer research;
8.1.5. contact you about other products and services which we think you will be interested in;
8.1.6. deliver targeted advertising, marketing (including in-product messaging) or information to you which may be useful to you, based on your use of Construction Manager Cloud; and
8.2. We may disclose information you provide to us (but not Customer Data) to other companies in the Sage group of companies, our contractors, and other organisations including, without limitation, we may disclose information to:
8.2.1. The Sage Group plc
8.2.2. organisations which we use to help us send communications;
8.2.3 organisations we use to help us provide the software or services (such as hosting providers, where relevant);
8.2.4. law enforcement agencies;
8.2.5. third parties (if any) used by us to perform our obligations to you under this agreement; and
8.2.6. any other person in order to meet any legal obligations on us, including statutory or regulatory reporting.
8.3. If you provide us with information which contains personal data we will process and you agree and authorise us to process that data in accordance with the Data Protection Act 1998 if you subscribe for Construction Manager Cloud in the United Kingdom or the Data Protection Acts 1988 and 2003 if you subscribe for Construction Manager Cloud in the Republic of Ireland (“Data Protection Laws”). Where we use the terms “personal data”, “data processor” and “data controller” in this agreement we mean as those terms are defined in the Data Protection Laws.
8.4. If at any time you do not want us to use your personal data in the manner described at clause 8.1.4 (customer research), clause 8.1.5 (information about other products or services) and/or you do not wish to receive targeted advertising or marketing, please email us at firstname.lastname@example.org
8.5. You own your Customer Data and you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
8.6 To the extent personal data is included in any Customer Data we will process that data on your behalf as a data processor. We will only process such personal data in accordance with your instructions (and you hereby instruct us to take such steps in the processing of personal data on your behalf as are necessary for the provision of Construction Manager Cloud under this agreement and the performance of our obligations under this agreement).
8.7. We will use any Customer Data that you transfer to us pursuant to this agreement to:
8.7.1. provide, manage and administer your use of Construction Manager Cloud;
8.7.2. fulfil our contractual obligations under this agreement; and
8.7.3 undertake internal testing of our system to test and improve the security, performance and provision of Construction Manager Cloud under this agreement. In these circumstances, we would anonymise all data (including Customer Data) used for such testing purposes.
8.8 You warrant and represent that:
8.8.1. you will comply with the Data Protection Laws;
8.8.2. you are authorised pursuant to the Data Protection Laws to disclose any personal data which you disclose or otherwise provide to us regarding persons other than yourself;
8.8.3. you will where required under the Data Protection Laws obtain all necessary consents in order for (i) you to disclose the personal data to us; (ii) us to process the personal data for the purposes of providing Construction Manager Cloud; (iii) us to disclose the personal data to those parties set out in clause 8.11 below including where the recipients of the personal data are outside the European Economic Area.
8.9. We warrant and represent that during the term of this agreement we will:
8.9.1. comply with the Data Protection Laws applicable to us whilst such personal data are in our control;
8.9.2. (having regard to the state of technological development and the cost of implementing any measures), take appropriate technical and organisational measures against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected; and
8.9.3. take reasonable steps to ensure the reliability of our employees who have access to any personal data.
8.10. You acknowledge and agree that for the purposes of providing Construction Manager Cloud under this agreement personal data may be transferred outside the European Economic Area.
8.11. We may, subject to clause 8.7, provide Customer Data that you transfer to us pursuant to this agreement to:
8.11.1. our agents, service providers and other companies within the Sage group of companies;
8.11.2. law enforcement agencies;
8.11.3 any other person in order to meet any legal obligations on us, including statutory or regulatory reporting; and
8.11.4. any other person who has a legal right to require disclosure of the information.
9.1. During the period of your subscription, we aim to give you technical support during normal office hours from 9am to 5pm Mondays to Fridays ( excluding Bank Holidays and the days between 24th December to Jan 2nd inclusive, although there may be times where we are unable to do this for reasons outside our control) covering problems you may have using Construction Manager Cloud. 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 Construction Manager Cloud. You grant us the right to access your systems to provide such support. If we do not have this access we may not be able to provide you with support.
9.2. 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 Construction Manager Cloud.
10.1. Although you have rights to use Construction Manager Cloud as described in this agreement, you do not own any of the intellectual property rights in Construction Manager Cloud or any of its related logos. We (or the third party from whom we obtain our rights if we are not the owner) continue to own the intellectual property rights in Construction Manager Cloud and any related logos, including any software we provide to replace all or part of Construction Manager Cloud. The only rights you have to Construction Manager Cloud are as set out in this agreement.
10.2. You undertake not to use Sage’s name or brand in any promotion or marketing or other announcement.
11.1. Whilst we aim to provide uninterrupted use of Construction Manager Cloud, 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. Wherever possible, we will provide an advance warning notification on Construction Manager Cloud or by email of any known or planned interruptions and we will try to keep any interruption as brief as possible.
11.2. We do not promise:
11.2.1. that Construction Manager Cloud will meet your own needs;
11.2.2. that you will be able to use Construction Manager Cloud in any particular way;
11.2.3. that you will get particular outputs from Construction Manager Cloud;
11.2.4. the standard of the results you get from using Construction Manager Cloud; or
11.2.5. that, where you use our technical support services, we will be able to fix your problem or remedy your issue.
The fact that you have told our representative about how you intend to use Construction Manager Cloud will not affect this clause as Construction Manager Cloud has been developed for many different types of users, and you are responsible for setting up and accessing Construction Manager Cloud so that you can use it in the way you need, and as best suits your circumstances.
11.3. We promise that we will use our reasonable skill and care to provide any service to you under this agreement.
11.4. This agreement describes all of our promises relating to Construction Manager Cloud. 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 Construction Manager Cloud would automatically be included in this agreement, we will only be bound by that term, warranty or promise to the extent prescribed by law.
12.1. This clause sets out our entire liability to you (including any Lead Business and/or Additional Business in the case of multi company) which arises out of or in connection with this agreement whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise.
12.2. Subject to clauses 12.4 and 12.5, our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise arising under or in connection with this agreement will be limited to paying you an amount which is equal to the total of all fees you have paid to us for your use of the relevant Construction Manager Cloud product during the 12 month period immediately preceding the date on which the claim arose (such relevant Construction Manager Cloud product being the product forming the subject matter of the claim).
12.3. Subject to clauses 12.4 and 12.5, 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):
12.3.1. loss of profit, business or revenue and/or depletion of goodwill or similar losses;
12.3.2. loss of use or loss of or damage to data/information inputted by you into Construction Manager Cloud ;
12.3.3. any interruption to your business or damage to information, however that interruption or damage is caused;
12.3.4. losses you suffer as a result of using Construction Manager Cloud other than as described in the relevant documents or instructions; and/or
12.3.5. 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.
12.4. Nothing in this agreement will exclude or limit our liability for:
12.4.2. death of or personal injury to any person as a result of our negligence; or
12.4.3. any other matter which cannot be excluded or limited under applicable law.
12.5. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent, permitted by law, excluded from this agreement.
12.6. Your and our responsibilities under this agreement are reasonable because they reflect that:
12.6.1. we cannot control how, and for what purposes, you use Construction Manager Cloud;
12.6.2. we have not developed Construction Manager Cloud specifically for you; and
12.6.3. although we follow good industry practice, it is not economically possible for us to carry out all the tests necessary to make sure that Construction Manager Cloud is problem or error free.
13.1 We may end this agreement:
13.1.1 immediately if we ,do not receive your subscription fee or any other fees due to us under this agreement by the relevant due date; or
13.1.2 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.
13.2 You may end this agreement at any time by sending us an email to email@example.com. 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) by the date this agreement ends. If you continue to use Construction Manager Cloud after the expiry of any subscription period we will be entitled to charge you for such use at our then current applicable fees.
13.3 If you choose not to pay the subscription fee to continue to use Construction Manager Cloud at the end of any trial period your access to Construction Manager Cloud will immediately end.
13.4 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 in that time, no further action will be taken. If it is not put right in that time, the person who made the discovery may end this agreement upon giving the other notice in writing.
13.5 This agreement will automatically (i.e. without us having to tell you) and immediately end without refund if you become bankrupt (or something similar happens) or your 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.
13.6 No matter how this agreement ends, the information you store in Construction Manager Cloud remains your information and you can access it in a format provided by Construction Manager Cloud (Mysql back up file ) before the end of this agreement. If you) wish to access your information after this agreement has ended, you agree to pay our reasonable charges for that access.
13.7 In addition to our rights to end this agreement, we may also suspend your use of Construction Manager Cloud at any time if we do not receive payment in full when due or if we suspect that you or your Sage Accountant has breached any part of this agreement. If you are a Multi Coompany customer, we may suspend your use of Accounts Extra for the Lead Business and each Additional Business regardless of which business is in breach of this agreement and/or has defaulted in payment.
13.8 Any suspension of your Construction Manager Cloud 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 Construction Manager Cloud under this clause, we may at our discretion agree to reactivate your account subject to you paying to us a reactivation fee.
14.1. 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.
14.2. 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.
14.3. This agreement and the documents we refer to above constitute the entire agreement between you and us for your use of Construction Manager Cloud, and replaces all documents, information and other communications (whether spoken or written) between us for such use.
14.4. As specified in clause 4.5, 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.
14.5. A person who is not a party to this agreement has no right to enforce any term of it.
14.6. 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.
If you subscribe to Construction Manager Cloud in the United Kingdom, this agreement is governed by the laws of England and you and we both agree that the courts of England will be the only courts that can decide on legal disputes or claims about this agreement.