Sage CoS Services Agreement

Reference template — draft · Updated September 4, 2026

Agreement version: [VERSION]
Effective date: [ACCEPTANCE DATE]

This Services Agreement is between HP Distributor LLC, doing business as Sage CoS, located at 184 Cedar Hill Street, Marlborough, MA 01752 (“Sage”), and [CUSTOMER LEGAL BUSINESS NAME], [doing business as DBA NAME], located at [CUSTOMER BUSINESS ADDRESS] (“the Customer”).

The person accepting this Agreement on the Customer’s behalf is [REPRESENTATIVE NAME], [TITLE].

1. Platform access and services

The Sage platform is free to access, with no platform access fee, per-seat fee, or limit on the number of users within the Customer’s company.

Free platform access is subject to the storage, inactivity, and retention provisions in Section 12.

Through the platform, the Customer may subscribe to optional paid services, including AI-assisted tools, automated workflows, document and information processing, communications, scheduling, integrations, and related services.

Paid services are offered on either:

• A fixed monthly fee basis; or
• A metered usage basis, billed monthly and subject to the interim payment provisions below.

Before activation, the platform will clearly display the service’s scope, billing type, price or usage rates, billing period, applicable additional charges, and cancellation terms.

The Customer is not required to purchase a paid service to maintain free platform access. Cancelling a paid service does not, by itself, close the Customer’s account or cancel other services.

2. Authorization and delegation

The person accepting this Agreement represents that they have authority to bind the Customer.

The platform allows the account Owner to grant Administrator (“Admin”) privileges to other users. Admins are authorized to:

• Subscribe to and activate paid services.
• Accept service-specific prices, billing terms, and associated payment authorizations.
• Cancel paid services.
• Add or remove other Admins with the same privileges.

By granting Admin privileges, the Owner authorizes those users to act on the Customer’s behalf in these matters, including committing the Customer to charges. This delegation extends to additional Admins appointed by an existing Admin.

The Customer agrees to be bound by actions taken within this delegated authority while those privileges remain active. A separate confirmation from the Owner is not required for each such action.

The Customer is responsible for assigning Admin privileges appropriately, reviewing access, protecting user accounts, and promptly revoking privileges when no longer appropriate. Revoking privileges does not retroactively cancel services, charges, or commitments validly authorized before revocation.

This delegation does not authorize Sage or its automated agents to take unrelated consequential actions on the Customer’s behalf.

3. Service activation and electronic confirmation

Each paid service requires an affirmative confirmation by the Owner or an Admin before activation.

By confirming a service after its terms are displayed, the authorized user accepts those terms on the Customer’s behalf and authorizes the associated charges to the Customer’s designated payment method.

The confirmation constitutes the Customer’s electronic acceptance of the service’s stated scope, pricing, billing method, renewal terms, and cancellation provisions.

Sage will retain a record identifying the confirming user, service, accepted terms, and confirmation date and time, and make a retainable confirmation available to the Customer.

Acceptance of this Agreement alone does not activate a paid service or authorize charges for an unselected service.

4. Billing and automatic payments

4.1 Fixed monthly services

Fixed monthly services are paid at the beginning of each billing period.

When the Owner or an Admin confirms activation, Sage will immediately charge the Customer’s designated payment method for the initial billing period, in the amount displayed before confirmation.

The service automatically renews monthly, and Sage will charge the designated payment method at the beginning of each subsequent billing period unless the service is cancelled.

The initial period, renewal date, and any proration will be disclosed before activation.

4.2 Metered services

Metered services are charged according to actual usage at the rates accepted when the service is activated. Charges are ordinarily collected automatically at the end of the monthly billing period.

For financial safeguard purposes, Sage reserves the right to limit the Customer’s accumulated unpaid metered usage to US$2,000 across its metered services.

If that threshold is reached before the billing period ends, Sage may automatically charge US$2,000 to the designated payment method so that metered services can continue without interruption, subject to successful payment.

This process may repeat during the same billing period. Each interim payment will be credited against the usage charges for that period, and only the remaining unpaid balance will be charged at period end. Usage will not be billed twice.

The US$2,000 threshold is an interim payment threshold, not a monthly spending limit. Total monthly usage charges may exceed US$2,000.

If an interim payment fails, Sage may pause or restrict affected metered services until payment is successfully collected.

4.3 General payment terms

The Customer must maintain a valid payment method for active paid services. The Owner and Admins may authorize service charges against that method within the authority described in this Agreement.

Sage will provide billing records showing service charges, usage charges, applicable taxes, interim payments, and remaining balances.

The Customer is responsible for applicable transaction taxes, excluding taxes on Sage’s income. Sage will not impose undisclosed charges.

Sage will provide at least 30 days’ notice of price increases. Increases will apply only to billing periods beginning after that notice period, allowing the Customer to cancel before the new price takes effect.

5. Renewal and cancellation

Each paid service renews on a month-to-month basis unless cancelled. There is no annual commitment or minimum term unless separately and expressly accepted.

The Owner or an Admin may cancel each paid service directly within the platform. Cancellation takes effect at the end of that service’s current billing period, and the platform will display the effective cancellation date.

The service remains available through that date unless separately suspended under this Agreement. Metered usage incurred before cancellation becomes effective remains billable, including any applicable interim threshold payments.

Cancelling a service stops its subsequent renewal but does not cancel other active services or eliminate previously incurred charges.

There is no early-termination penalty for a month-to-month service. Fees already paid for a commenced billing period are non-refundable except as otherwise provided in this Agreement or required by law.

If the platform’s cancellation function is unavailable, the Customer may request cancellation through support@sagecos.com. Sage will honor the request based on when it was received.

6. AI-assisted services and approvals

AI-generated outputs may be incomplete, inaccurate, or unsuitable for a particular purpose. The Customer must apply appropriate human review before relying on outputs or authorizing consequential actions.

The Customer is responsible for its instructions and for choosing suitable permissions, approval requirements, and automation settings. Sage is responsible for operating the services consistently with the agreed scope and configured authorization controls.

Sage does not guarantee a particular business outcome, financial result, application approval, or third-party decision. The services do not replace professional legal, medical, financial, engineering, or other regulated advice.

7. Integrations and communications

The Customer authorizes access to connected systems only within the permissions granted and the services enabled. The Customer must have the right to connect those systems and use the information they contain.

Third-party services remain subject to their own terms, fees, availability, and technical limitations. Sage will use reasonable efforts to address integration problems within its control.

Before enabling calls, recordings, messages, or other communications, the Customer must provide lawful instructions and obtain required permissions and consents. This Agreement is not consent from the Customer’s employees, customers, or communication recipients.

Separately billed third-party services require confirmation of their disclosed charges before activation.

8. Customer data, statistics, and privacy

The Customer retains ownership of its data. The Customer grants Sage a limited right to access, process, store, and transmit that data as reasonably necessary to provide, secure, support, and bill for the services.

Sage may collect and retain statistical and operational data concerning the Customer’s use of the platform. This may include, without limitation, the number and frequency of requests or calls to an agent, request categories, service usage, processing times, error rates, and performance measurements.

Sage may use these statistics for billing, security, capacity planning, service monitoring, and product improvement.

Statistical retention does not, by itself, authorize indefinite retention of raw prompts, documents, recordings, message content, or other underlying Customer data. Sage will aggregate or de-identify statistics where practicable. Identifiable statistics remain subject to applicable privacy, confidentiality, and retention obligations.

Sage may retain aggregated or de-identified statistics after the Customer’s account closes, provided they do not reasonably identify the Customer or an individual. Sage will not attempt to re-identify that data.

Sage will not sell Customer data or use it to train general-purpose AI models without the Customer’s separate express permission.

Sage will maintain reasonable administrative, technical, and organizational safeguards and notify the Customer without undue delay after confirming unauthorized access to Customer data.

Sage’s Privacy Policy explains its handling of personal information. Where required, the parties will enter into a data processing agreement before the relevant processing begins.

The Customer must not provide regulated data requiring special safeguards unless those arrangements have first been agreed in writing.

9. Confidentiality

Each party will protect the other’s non-public business, technical, financial, and customer information using reasonable care and use it only to perform this Agreement.

Disclosure is permitted to personnel and service providers who need access and are subject to appropriate confidentiality obligations, or when legally required.

These obligations do not apply to information independently developed, lawfully obtained without restriction, or publicly available without a breach. They continue for three years after termination, and for trade secrets for as long as applicable law protects them.

10. Service operation and support

Sage will provide the services with reasonable care and skill. Support is available at support@sagecos.com, subject to any service-specific support hours and commitments disclosed in the platform.

Sage may maintain and improve the platform but will not materially reduce purchased functionality during a paid billing period without providing a reasonable alternative or an appropriate refund.

Unless separately agreed, Sage does not promise uninterrupted availability or a specific support response time.

11. Suspension and termination

Sage may suspend affected services when reasonably necessary to address a security threat, unlawful activity, material misuse, or failed or overdue payments.

Where practical, Sage will provide notice and an opportunity to resolve the issue. Suspensions will be limited to what is reasonably necessary. Failed interim metered payments may result in an immediate pause as described in Section 4.

Either party may terminate this Agreement for a material breach that remains unresolved 15 days after written notice. Sage may also end the relationship with at least 30 days’ notice.

If the Customer terminates for Sage’s uncured material breach, or Sage terminates without the Customer’s breach, Sage will refund prepaid fees for the unused service period.

The Customer may close its account through the available account controls or by contacting support. Account closure does not eliminate outstanding payment obligations.

12. Inactivity, storage limits, and data retention

12.1 Inactive accounts

If an account has no active paid services and no Customer-initiated platform, service, API, or integration activity for six consecutive months, Sage may treat the account as inactive. Sage will provide at least 30 days’ notice to the Customer’s notice email before closing an inactive account. If the Customer resumes such activity or activates a paid service before the stated closure date, the account will no longer qualify for closure on the basis of inactivity.

12.2 Storage limits for free accounts

Sage may establish reasonable storage limits for free platform accounts and will disclose those limits to the Customer. These limits apply even if an account remains active. If the Customer materially exceeds the applicable limits, Sage may require the Customer, on at least 30 days’ notice, to reduce or export and remove enough data to comply with the limits, or expressly accept an available paid storage option. Sage will not automatically enroll the Customer in paid storage or charge for it without confirmation by the Owner or an Admin.

If the Customer does not comply by the stated deadline, Sage may restrict additional storage or close the account as described in the notice. Account closure remains subject to the data export and deletion provisions below.

12.3 Data access after termination

Following closure for inactivity or excess storage, the same post-termination data export and deletion provisions apply. Reaching the six-month inactivity threshold does not itself authorize immediate deletion.

For 30 days after account termination, Sage will make the Customer’s data available for export in a reasonably usable format, subject to lawful security restrictions. Custom migration work requires separate agreement.

After that period, Sage may delete the Customer’s data. Backup copies will expire under the disclosed retention schedule, except where legal retention is required.

Billing and acceptance records may be retained as required for legal and accounting purposes. Statistical data may be retained as described in Section 8. All retained identifiable data remains subject to applicable confidentiality and security obligations.

Cancellation of an individual service does not itself terminate the Customer’s platform account. Any service-specific effect on data access or retention must be disclosed before activation.

13. Intellectual property and custom development

Sage and its licensors retain ownership of the platform, software, documentation, designs, workflows, and related technology.

Custom developments, configurations, integrations, enhancements, and other work created by Sage remain Sage’s intellectual property unless a separate written agreement expressly provides otherwise. Payment for development does not, by itself, transfer ownership to the Customer.

The Customer receives the right to use such work within the applicable services and any separately agreed license terms.

The Customer retains ownership of its pre-existing materials and data. As between the parties, the Customer may use outputs generated for it, subject to any embedded Sage or third-party rights. Sage does not guarantee that AI-generated outputs are unique or eligible for intellectual-property protection.

14. Warranties and liability

Each party represents that it has authority to enter into this Agreement. Sage warrants that it will perform the services with reasonable care and skill.

Except as expressly stated, and to the extent permitted by law, Sage disclaims other warranties, including implied warranties of merchantability and fitness for a particular purpose.

Neither party is liable for indirect or consequential losses, including lost profits or business opportunities. Each party’s aggregate liability arising from this Agreement will not exceed the fees paid or payable under it during the 12 months preceding the event giving rise to the claim.

These exclusions and limits do not apply to fraud, willful misconduct, the Customer’s unpaid fees, or liability that cannot lawfully be limited. For breaches of confidentiality or data-protection obligations, the liability cap is twice that 12-month fee amount.

15. Changes, notices, and governing law

Sage may propose updated agreement terms with at least 30 days’ notice. Material changes require the Customer’s express acceptance before applying and do not retroactively alter an accepted version.

Notices to the Customer will be sent to [CUSTOMER NOTICE EMAIL]. Notices to Sage may be sent to support@sagecos.com.

This Agreement is governed by the laws of [STATE/JURISDICTION], with disputes brought in the courts of [VENUE]. Before litigation, the parties will attempt in good faith to resolve a dispute for 30 days, without preventing urgent protective relief.

This Agreement, accepted service-specific terms, and any separate written amendments constitute the complete agreement concerning the services. A separate signed amendment takes precedence; accepted service terms control that service’s scope, pricing, and billing schedule. Public website terms do not override this Agreement.

16. Electronic acceptance

By typing their name and selecting “Accept Services Agreement,” the Customer’s representative confirms that they:

• Are authorized to bind [CUSTOMER LEGAL BUSINESS NAME].
• Have reviewed and accept this Agreement.
• Understand that platform access is free and paid services require separate confirmation.
• Understand that the Owner and Admins can authorize billed services and delegate the same authority to other Admins.
• Understand the advance billing, monthly metered billing, and US$2,000 interim payment provisions.
• Intend their electronic acceptance to constitute their signature on the Customer’s behalf.

Sage will provide a retainable copy of the accepted agreement and its acceptance receipt.

The Customer: [CUSTOMER LEGAL BUSINESS NAME]
Accepted by: [REPRESENTATIVE FULL NAME]
Title: [REPRESENTATIVE TITLE]
Acceptance date and time: [TIMESTAMP]
Agreement version: [VERSION]
Receipt reference: [RECEIPT ID]