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Sage Business Cloud Accounting Application Programming Interface (API) Terms and Conditions

Your right to access and use the Accounting API and its associated documentation (together, the “API”) is
subject to the terms set out in this agreement (“Agreement”). You indicate your acceptance of all the terms of this
Agreement by downloading or using the API in any way. If you do not agree to all the terms of this Agreement, you should not utilise the API. We may update these terms and conditions at any time. If we do, we will notify you and your continued use of the API will indicate your acceptance of the revised terms.

Effective as of 1st June 2016
  • 1. Our licence to you

    • 1.1. In consideration of your acceptance and compliance with this Agreement, we grant you a non-exclusive, nonassignable,
      revocable right to use the API. You may use the API for the purpose of developing your own
      software/online services to integrate with Accounting (“API Application”) and for related testing
    • 1.2. Except as permitted under this Agreement, you will not and will not allow anyone else to:
    • 1.2.1. copy, transfer, sell (or resell), sub-licence, lease, mortgage, rent, loan, publish, distribute or otherwise
      make the API available to any other person, whether or not for commercial gain;
    • 1.2.2. use the API to enable, permit or facilitate any person (including yourself) to use Accounting
      in any way not permitted under the relevant terms and conditions of use;
    • 1.2.3. other than to the extent permitted by law, alter, adapt, merge, modify, translate, reverse engineer,
      de-compile, disassemble, create derivative works of the whole or any part of the API or Accounting, except with our prior written consent;
    • 1.2.4. remove, change or obscure any of our proprietary notices, labels or marks associated with the API;
    • 1.2.5. for the purpose of incorporation into or the development of any software or other product or
      technology which competes with Accounting, use or copy (irrespective of the extent of
      copying) the whole or any part of the API’s or Accounting’s graphic user interface,
      operating logic or underlying database structure and database fields.
    • 1.3. You acknowledge that we will retain ownership of the intellectual property rights in and to the API and Sage
      One Accounting, including any copies.
    • 1.4. We may update, modify, suspend or discontinue the API at any time and make no guarantee that the API will
      be suitable for your intended use or that it will be error or bug-free. You use the API solely at your own risk
      and, subject to clause 1.5, we exclude all liability and responsibility for any loss or damage arising out
      of or in connection with the API, even if we have been advised of the likelihood of such loss or
    • 1.5. Save as provided in clause 1.4, our entire liability to you under this Agreement shall be limited to R100.
      Nothing in this Agreement will exclude or limit our liability for (a) fraud, (b) death or personal injury arising out
      of our negligence or (c) anything that can’t be excluded or limited by law.
    • 1.6. We may, at our sole and absolute discretion, terminate this Agreement and your use of our API immediately
      on notice at any time.
    • 1.7. Download the Accounting API Developer Services License Agreement (“DLA”)
  • 2. Your rights and obligations:

    • 2.1. You may develop your own API Application and customise Accounting subject to the following,
      you will:
    • 2.1.1. ensure that prior to distribution to a third party, your API Application is sufficiently tested to ensure
      that it:
      a) provides the functions and facilities and performs as described in writing by you including in
      any associated documentation prepared by you. If requested by us, you will provide to us
      copies of such test results, written descriptions and associated documentation; and
      b) will not adversely affect the functions and facilities of  Accounting (or any other
      software owned by us or any company in our group) with which your API Application is
      intended to or may be used;
    • 2.1.2. make clear to every licensee or third party user of your API Application that your API Application
      belongs to you and that you are not our agent, partner or authorised representative and that no legal
      relationship, whether contractual or otherwise, exists between that licensee and us and that we are
      not responsible for your API Application or other documentation licensed, made available or
      otherwise distributed by you;
    • 2.1.3. not use (nor permit any third party to use) any name, trade mark, trade name, insignia, logo, symbol
      or slogan (whether registered or not) owned or used by us or any company in our group now or in
      the future anywhere in the world (“Sage Pastel Mark”), or any mark, words, logo, device or any
      other branding which is similar to or mimics any Sage Pastel Mark, without our prior written consent.
      This means, for example, that you will not use Sage Pastel Marks in your API Application name or in
      a domain name; and
    • 2.1.4. at all times defend and indemnify us against any claim made against us relating to the use by any
      third party of your API Application. Without limiting the previous sentence, you warrant that your API
      Application is and will be developed and owned by you and you will defend us and other companies
      in our group from and against any claim or action that the use or possession of your API Application
      (or any part) infringes the intellectual property rights of a third party (“IPR Claim”) and you will
      indemnify us and other companies in our group from and against any losses, damages, costs
      (including legal fees) and expenses incurred by or awarded against us or any other company in our
      group as a result of, or in connection with, that IPR Claim. The indemnities and warranty in this
    • 2.1.4 will remain in full force and effect irrespective of any termination of this Agreement.
  • 3. API Partner Page

    • 3.1. You will provide to us such materials as we may reasonably request (including without limitation text, pictures,
      graphics, icon buttons, weblinks and marketing materials) relating to your API Application (the “ API
      Materials”). Sage may, but is under no obligation to, display your API Materials on the Accounting
      API Page, make references to your API Applications or display your Materials on social media and other Sage
      Pastel Marketing channels. Sage may take down or remove the displayed API Materials at any time in its sole
    • 3.2. Sage may disclose its brand images and associated materials for Accounting to be utilised by you
      in relation to your promotion of the API Application (the “Sage Materials”) at it sole discretion. All materials,
      displays and use of the Sage Materials must be preapproved in writing and in strict accordance with the
      Sage Brand Guidelines, available on request. You will immediately take down or remove displayed Sage
      Materials at our request.
    • 3.3. You shall defend, indemnify and hold us harmless against any loss or damage (including without limitation
      reasonable attorneys’ fees) arising from claims, demand, suits or proceedings (“Claims”) brought against us
      by a third party alleging that (a) the API Materials infringe the intellectual property rights of a third party, or (b)
      any act or omission by you or made on your behalf of fraud, dishonesty, reckless or wilful misconduct or
    • 3.4. We shall defend, indemnify and hold you harmless against any loss or damage (including without limitation
      reasonable attorneys’ fees) arising from claims, demand, suits or proceedings (“Claims”) brought against you
      by a third party alleging that (a) the Sage Materials infringe the intellectual property rights of a third party, or
      (b) any act or omission by us or made on our behalf of fraud, dishonesty, reckless or wilful misconduct or
  • 4. User Privacy, Prohibited Actions and Platform Usage

    • 4.1. Your API Application must contain a privacy policy, either as part of the API Application’s terms and
      conditions or separately. This must be displayed and require acceptance before download, installation or sign
      up (as applicable). This privacy policy should clearly disclose the personal information that may be gathered
      and how this information may be utilised. Where your API Application supports cookies, the privacy policy
      must disclose that third parties may, in the course of providing content, be placing and reading cookies on
      the users system. Sage reserves the right to request changes to the privacy policy, where it considers it
    • 4.2. You may not solicit another developer’s API key. Where Sage determines that an API key has been
      compromised, it reserves the right to reset or revoke the key.
    • 4.3. You may not facilitate or encourage the publishing of private or confidential information.
    • 4.4. You may not use, display, mirror or frame (including in meta-tags or hidden text) on the Accounting
      websites, or any individual element of the websites without Sage’s written consent.
    • 4.5. You must be transparent with users and may not mislead, confuse, or otherwise surprise users. Your API
      Application must clearly identify its purpose, functions, access permission and other requirements and you
      may not request or obtain any personal or confidential information, nor make changes to a user’s system that
      is not directly required for the proper functioning of the API Application. For example, the API Application
      should not unnecessarily modify a user’s account settings, data, device, store, share user’s data, or attempt
      to gain any rights to users’ data.
    • 4.6. The API is continually being developed, and will be updated to refine (or remove) existing features and to add
      additional features as required. You will be solely responsible to maintain and update your API Application as
    • 4.7. We reserve the right to limit the number of “calls” accepted by the API, where we believe that the number of
      calls from an API Application is negatively impacting the Accounting service.
  • 5. Sage Business Cloud Accounting Independent Development

    • 5.1. You understand and acknowledge that Sage may be independently creating applications, content, and other
      products or services that may be similar to or in competition with Your API Application. Nothing in these
      Terms and Conditions will be construed as restricting or preventing Sage, in any way, from creating and fully
      exploiting such applications, content, and other products or services. You further understand and
      acknowledge that Sage may do so without any obligation, financial or otherwise to you.
    • 5.2. Sage may reveal personal information about developers for attribution purposes, handling inquiries from users
      or potential users, and other purposes as Sage may deem necessary under these Terms and Conditions.
  • 6. Fees

    • 6.1. The API is currently provided free of charge. Sage reserves the right to charge for the API in the future.
  • 7. General

    • 7.1. 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.
    • 7.2. Any failure by us to enforce any of the terms of this Agreement will not be construed as a waiver of our rights
      and remedies which are cumulative and are not exclusive of any rights and remedies provided by law.
    • 7.3. This Agreement constitutes the entire agreement between you and us relating to the API, and replaces all
      documents, information and other communications (whether spoken or written) between us on this subject.
      We both acknowledge and agree that in entering into this Agreement neither party relies on any undertaking,
      promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any
      person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than
      as expressly set out in this Agreement.
    • 7.4. 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 this Agreement to another organisation which is part of our group of companies at any time.
    • 7.5. Nothing in this Agreement is intended to or will operate to create a partnership between the parties, or
      authorise either party to act as agent for the other, and neither party will have the authority to act in the name
      or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any
      representation or warranty, the assumption of any obligation or liability and the exercise of any right or
    • 7.6. As we, Sage Pastel, trading as a division of Sage South Africa (Pty) Ltd, are part of a group of companies, our
      parent company The Sage Group plc may enforce the terms of this Agreement. Otherwise, a person who is
      not a party to this Agreement has no right to enforce any term of it. This means that only we, you and The
      Sage Group plc can enforce the rights set out in this Agreement.
    • 7.7. This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or
      formation (including non-contractual disputes or claims) is governed by and construed in accordance with the
      laws of the Republic of South Africa and we both agree that the courts of the Republic of South Africa will be
      the only courts that can decide on legal disputes or claims about this Agreement.