Thank you for using the Sagaciti Insight Software™ and Sagaciti Assessment Framework™.
The Sagaciti Insight Software™ (“the Sagaciti Insight Software™” or “the Software” or the “Service”) is a Service offered either through the URL www.sagaciti.co.uk (we’ll refer to it as the “Website”) or through our hosted on-line service through its URL. It is for the assessment, scoring and review of organisations, departments, teams, and Individuals, against the Sagaciti Assessment Framework™ and RAG Matrix. It allows you to create and manage user profiles and separate versions of the Sagaciti Assessment Framework™ assessment tool (we call each one a Toolkit).
The Sagaciti Insight Software™, the hosted software and Sagaciti’s website are owned and operated by Sagaciti Consulting Ltd. registered with Companies House in England and Wales (Company no. 10180235)(“the Sagaciti Insight Software™”, “Sagaciti”, “we,” or “us”). Sagaciti has Directors and sometimes uses independent contractors, and representatives (“our Team”).
As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this agreement (or “You”).
“Confidential Information” means information that is by its nature confidential; is designated in writing by Sagaciti as confidential at the time the agreement is entered into; that You know or reasonably ought to know is confidential; is Information comprised in or relating to any Intellectual Property Rights of Sagaciti.
“Intellectual Property Rights” means all rights in and to any copyright, trademark, trading name, design, patent, know how (trade secrets) and all other rights resulting from intellectual activity in the industrial, business, scientific, literary or artistic field and any application or right to apply for registration of any of these rights and any right to protect or enforce any of these rights.
In order to use the Sagaciti Insight Software™, You must:
- Be at least eighteen (18) years old and able to enter into contracts;
- Complete the registration process;
- Agree to the Terms; and
- Provide true, complete, and up to date contact information.
By using the Sagaciti Insight Software™, You represent and warrant that you meet all the requirements listed above, and that You won’t use the Sagaciti Insight Software™ in a way that violates (or breaks) any laws, rules or regulations (‘representing and warranting’ is similar to making a legally enforceable promise). Sagaciti may, at its sole discretion, refuse service, close accounts of any users, and change eligibility requirements at any time.
The term begins when You sign-up for the Sagaciti Insight Software™ and continues for as long as You use the Service. Clicking the button and entering your username means that you’ve officially ‘signed’ the Terms. If You sign up for the Sagaciti Insight Software™ on behalf of a company or other entity, You represent and warrant that You have the authority to accept these Terms on their behalf.
3. Closing Your Account
This agreement and the license granted by it commences when the term begins and is granted for the term agreed unless otherwise terminated in the event of any of the following:
- You or Sagaciti Consulting Ltd. may terminate this agreement at any time and for any reason by giving one month’s written notice to the other party.
- We may suspend our Service to You at any time, with or without cause.
If we terminate your account without cause, we’ll refund a pro-rated portion of your monthly prepayment. We won’t refund or reimburse You if You violate these Terms. Once terminated, we may permanently delete your account and all the data associated with it, including your emails, from our website.
If You don’t log in to your account for a period or at least 12 consecutive calendar months, we may treat your account as ‘inactive’ and in this circumstance reserve the right to permanently delete the account and all the data associated with it.
Termination resulting from any of the above shall not affect any other rights or remedies Sagaciti may have.
5. Account and Password
You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that You have access to, whether or not You authorised the use. You’ll immediately notify us of any unauthorised use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only reset your password.
6. Account Disputes
We don’t know how your organisation operates or the nature of your personal relationships, and we don’t arbitrate disputes over who owns an account. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on the content of the information and data in that account, and if multiple people or entities are identified in the content, then we’ll rely on the contact information listed for that account.
7. Our Plans
In consideration of Sagaciti providing you the license under this Agreement, You agree to pay Sagaciti the amount as specified in accordance with our separate ‘Agreement on Invoicing and Payment Terms’, which by reference forms part of these Terms. For use of the free Sagaciti Self-Assessment Module™ there is currently no license fee, but these terms still apply.
You agree that the license fee and any other amounts payable by You to Sagaciti, under these Terms, are exclusive of any and all foreign and domestic taxes, which if found to be applicable, will be invoiced to You and paid by You within 14 days of the date stated on such invoice.
We’ll give You a refund proportionate to any remaining agreed contract period if we stop providing our Services to You for a reason that’s not laid out in these Terms. You won’t be entitled to a refund from us under any other circumstances; however, we may offer a discretionary refund if a Member applies for one.
9. Billing Changes
We may change our fees at any time either by posting a new pricing structure to our website and/or sending you a notification by email.
10. Proprietary Rights Owned by Us
All intellectual property rights over and in respect of the Sagaciti Insight Software™ and Sagaciti Assessment Framework™ are owned by Sagaciti. You do not acquire any rights of ownership of the Sagaciti Insight Software™ or Sagaciti Assessment Framework™ or any subsequent developments made to such Software or Framework whether by You or us.
You will respect our proprietary rights over the website, intellectual property and the software used to provide the Sagaciti Insight Software™ and Sagaciti Assessment Framework™ (proprietary rights include patents, trademarks, service marks, trade secrets, and copyrights).
You may not remove branding from our products other than with our express written permission.
11. Proprietary Rights Owned by You
13. Right to Review Toolkits
We may view, copy, and internally distribute content from your Toolkits and account to help us identify problems, improve services and functionality, administer and maintain the system, and support You in your use of it.
14. License Grant
Sagaciti is willing to grant to You a non-exclusive, non-transferable license to use the Sagaciti Insight Software™ for the term and specific purpose set forth within these Terms.
Neither Sagaciti or You may use, disclose or make available to any third-party the other’s Confidential Information, belonging to the other party (“Confidential Information”), unless such disclosure is in accordance with these Terms.
Sagaciti and You agree to hold the other’s Confidential Information secure and in complete confidence, except to the extent that such Confidential Information is required to be disclosed according to the requirements of any law, rule, regulation, judicial or legislative body or government agency; or, was approved for release in writing by the other party prior to such disclosure. The disclosing party will only disclose the portion of such Confidential Information necessary to comply with the aforementioned law, rule or regulation or further to the extent previously agreed by both parties. You further agree to promptly notify us of any disclosure of Confidential Information made by you pursuant to law, rule or regulation. Either party will, at the written request of the other party, destroy or return any Confidential Information belonging to the other.
You cannot use the Sagaciti Insight Software™ for any other purpose other than as specified within these Terms.
You can only use it as an individual for personal use, or as a business or organisation for the purpose of, and within that business or organisation. This agreement does not cover the use of the Sagaciti Insight Software™ by consultants or anyone else using the Software within other organisations, businesses or for individuals, whether or not for monetary or in-kind benefit or any other form of recompense.
The Sagaciti Assessment Framework™ and Sagaciti Insight Software™ can be licensed for use, for example, by consultants who intend to use it for the benefit of their clients, however, should you wish to obtain license for use of the Sagaciti Assessment Framework™ and Sagaciti Insight Software™ for such purposes you must enter into a separate agreement with us.
17. Use by Employees
You may permit your employees to use the Sagaciti Insight Software™ for the purpose described within these Terms, provided that You take all reasonable steps and impose the necessary conditions to ensure that all employees are aware of these Terms and do not attempt to market or utilise the software externally in order to build any commercial relationships based upon it or to profit from that use, or disclose the contents of it to any third-person or use it other than in accordance with these Terms. You agree to be responsible for the breaches of these Terms by any of your employees or permitted users of your Sagaciti account.
18. Use of the Sagaciti Insight Software™
You will not distribute, sell, license or sub-license, let, trade or expose for sale the Sagaciti Insight Software™ to any third party.
No copies of the Sagaciti Insight Software™ are to be made other than as expressly approved by Sagaciti in writing. Any copies of the Software made by you or on your behalf shall be returned or destroyed if requested by Sagaciti.
No changes or developments to the Sagaciti Insight Software™ or its content may be made by you or on your behalf.
You will provide technological and security measures to ensure that the Sagaciti Insight Software™, which You become responsible for, is physically and electronically secure from unauthorised use or access.
You shall ensure that the Sagaciti Insight Software™ retains all Sagaciti copyright notices and other proprietary legends and all trademarks or service marks of Sagaciti.
You will fully co-operate with Sagaciti to protect the licensed intellectual property. You agree to promptly notify Sagaciti in writing of any actual or threatened unauthorised use, infringement, misappropriation, dilution, or other violation or infringement of the licensed intellectual property.
You agree to notify Sagaciti of any revisions, amendments, changes or alterations made to the Sagaciti Insight Software™ with or without Sagaciti’s express permission. Such revisions, amendments, changes or alterations made are the sole property of Sagaciti and you shall have no rights or ownership over these whatsoever.
19. Compliance with Laws
You represent and warrant that your use of the Sagaciti Insight Software™ will comply with all applicable laws, rules and regulations. You are responsible for determining whether our Services are suitable for You to use in light of any regulations like GDPR (EU Data Privacy Laws), or other laws. If you are subject to regulations or professional standards, You are responsible for ensuring your compliance to such when using our Service. You may not use our Service for any unlawful or discriminatory activities, including but not limited to acts prohibited by, or other laws that apply to commerce.
If you’re located in the European Economic Area (EEA) or are working with anyone in the EEA, You represent and warrant that in creating your Software or individual Toolkits and collecting information as a result of doing so, You:
- agree to use the Sagaciti Insight Software™ in accordance with any applicable law, rule or regulation in regards to the collection, use and storing of data and will confirm this in writing upon request;
- have complied, and will comply, with all laws, rules and regulations that apply to the countries where you are sending any form of documents relating to content from the Sagaciti Insight Software™;
- have the necessary permission to allow the Sagaciti Insight Software™ to receive and process data and send communications to the relevant individual on your behalf.
- Agree to indemnify and hold us harmless from any losses, including legal fees, that result from your breach of any part of these warranties.
20. Limitation of Liability
You acknowledge and agree that neither Sagaciti nor its board members, officers, employees, directors, advisers or agents (“Sagaciti Representatives”), will be liable for any loss or damage arising out of or in connection with Sagaciti’s provision of the Sagaciti Insight Software™ under these Terms, or for any use of the Sagaciti Insight Software™ by You or your employees; and You hereby release Sagaciti to the fullest extent permitted by law from any such liability.
We and our Team will not be liable for any indirect, punitive, special, or consequential damages suffered by You under any circumstances, whether in contract, tort (including negligence) or otherwise with respect to your use of the Sagaciti Insight Software™.
Our total liability for all claims made about the Service in any month will be no more than what you paid us for the Service the month before.
21. No Warranties
To the fullest extent permitted by law, we provide the material on the Website and the Service “as is”. That means we don’t provide warranties of any kind, either express or implied, including but not limited to warranties of merchantability and fitness for a particular purpose. Because people use the Sagaciti Insight Software™ for a variety of reasons we can’t guarantee that it will meet your specific needs.
You agree to indemnify, defend and hold harmless Sagaciti and all its Sagaciti Representatives from and against any and all claims (including third party claims), demands, actions, suits, expenses (including legal fees) and damages (including indirect or consequential loss) resulting in any way from You or Your employee’s use or reliance on the Sagaciti Insight Software™ or arising from your breach of these Terms.
You also agree to indemnify and hold us harmless from any losses, including legal fees, that result from third-party claims that You or someone using your password did something that, if true, would violate any of these Terms.
You agree to compensate us for any loss, damage, liability, cost or expense which is finally judicially determined by a court of competent jurisdiction (with no right to appeal) to have directly resulted from You or your employee’s breach of these Terms.
23. Legal Fees
If we file an action against You claiming You breached these Terms and we prevail, we’re entitled to recover reasonable legal fees and any damages or other relief we may be awarded.
24. Equitable Relief
Without prejudice to any other rights or remedies that we may have, You acknowledge and agree that damages may not be an adequate remedy for any breach by these Terms and that accordingly, we shall be entitled, without proof of special damages, to seek the remedies of injunction and other equitable relief for any threatened or actual breach of the provisions of these Terms by you or your employees.
25. Witness Fees
If we have to provide information in response to a witness summons related to your account, then we may charge You for our costs. These fees may include legal fees and our time spent retrieving the records, preparing documents, and participating in a deposition.
We and our Team are not responsible for the behaviour of any linked websites, or other Members.
To the fullest permitted by law, Sagaciti will in no way be liable to You or any third party for any loss or damage, however caused (including through negligence) which may be directly or indirectly suffered in connection with any use of the Sagaciti Insight Software™.
Sagaciti will not be held liable by You in any way, for any loss, damage or injury suffered by You or by any other person related to any use of the Sagaciti Insight Software™ or any part thereof.
Notwithstanding anything to the contrary herein, in no event shall Sagaciti be liable for any claims, damages or loss which may arise from the modification, combination, operation or use of the Sagaciti Insight Software™ with your computer programmes.
Sagaciti does not warrant that the Sagaciti Insight Software™ will function in all environments.
Nothing contained in these Terms is enforceable under the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to these Terms
You may not assign any of your rights under this agreement to anyone else without the prior written consent of Sagaciti. We may assign our rights to any other individual or entity at our sole discretion.
28. Governing Jurisdiction
This Agreement will be construed by and governed in accordance with the laws of England and Wales.
Any claim relating to the Sagaciti Insight Software™, the hosted software and Sagaciti’s Website shall be governed by the laws of England and Wales. You and we agree to submit to exclusive jurisdiction of the competent courts of England and Wales.
29. Force Majeure
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
Even if this Agreement is terminated, the following sections will continue to apply: Proprietary Rights Owned by Us, Proprietary Rights Owned by You, Confidentiality, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.
If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.
32. Amendments and Waiver
Amendments or changes to these Terms won’t be effective until we post revised Terms on the Website. If we don’t immediately take action on a violation of these Terms, we are not giving up any rights under the Terms, and we may still take action.
33. Notification of Security Breach
In the event of a security breach that may affect You or your account, we’ll notify You of the breach and provide a description of what happened. If we determine and notify You that You need to forward all or part of that information to anyone on your Software, You’ll promptly do so.
Any notice or correspondence to you will be effective when we send it to the last email or physical address you provided us or when we post such notice or correspondence on our Website. Any notice to us will be effective when received by us at Sagaciti Consulting Ltd, Unit 4b, Winford Business Park, Winford, Bristol, BS40 8HJ, UK and copied to firstname.lastname@example.org, or any addresses as we may later post on the Website.
35. Entire Agreement
Further, this Agreement may not be modified, changed, or otherwise altered in any respect except as updated by Sagaciti. Such updates will only be in full force and effect when posted on the Website.
Updated Oct 2018