Terms of Service

1. The agreement

These Terms of Service ("Terms") form a binding agreement between you (or your organisation, "Customer") and Shapecast Ltd, a company registered in England and Wales ("StrategyWorks", "we", "us").

Additional terms may apply to specific features or services and will be presented to you when relevant. In the event of conflict, more specific terms take precedence.

We may update these Terms from time to time. We will give reasonable notice of material changes. Continued use of the platform after changes take effect constitutes acceptance.

2. The services

StrategyWorks provides a cloud-based strategy execution platform that enables organisations to build, manage, and track strategic plans, OKRs, portfolios, programmes, and projects in an integrated, cascading structure.

We aim to provide a highly available service and will communicate any planned maintenance in advance. We do not guarantee uninterrupted availability, but we take uptime seriously and maintain appropriate infrastructure and monitoring to minimise disruption.

We may update, improve, or modify features of the platform over time. We will not make changes that materially degrade the core functionality of your paid plan without reasonable notice.

3. Accounts

To use StrategyWorks, you must create an account using accurate information. You are responsible for keeping your account credentials secure and for all activity that occurs under your account.

You must notify us promptly if you suspect any unauthorised access to your account. We are not liable for losses arising from unauthorised access where you have not notified us.

You may invite users within your organisation to access your StrategyWorks account. All users must comply with these Terms. You are responsible for your users' conduct on the platform.

There is no limit on the number of users you may invite under any StrategyWorks plan. User counts do not affect pricing.

4. Acceptable use

You may use StrategyWorks for lawful business purposes in accordance with these Terms. You must not:

• Use the platform for any unlawful purpose or in violation of applicable law
• Attempt to gain unauthorised access to any part of the platform or its systems
• Introduce viruses, malware, or other harmful code
• Reverse engineer, decompile, or disassemble any part of the platform
• Use the platform in a way that could damage, overburden, or impair our infrastructure
• Resell, sublicense, or provide access to the platform to third parties outside your organisation without our written consent
• Use the platform to build a competing product or service
• Scrape or extract data from the platform by automated means

We reserve the right to suspend or terminate access if we reasonably believe these provisions are being violated.

5. Your data

You retain ownership of all data, content, and information you input into StrategyWorks ("Customer Data"). We do not claim any intellectual property rights over Customer Data.

You grant us a limited licence to store, process, and use Customer Data solely to the extent necessary to provide the services.

We process Customer Data in accordance with our Privacy Policy and, where applicable, any data processing agreement entered into with your organisation.

On termination of your account, we will make Customer Data available for export for 30 days, after which it will be deleted from our systems within 90 days except where we are required by law to retain it.

6. Intellectual property

Our IP

The StrategyWorks platform, including its software, design, features, and content (excluding Customer Data), is owned by Shapecast Ltd and protected by intellectual property law. Nothing in these Terms transfers ownership of any StrategyWorks IP to you.

Feedback

If you submit feedback, ideas, or suggestions about StrategyWorks, you grant us a perpetual, royalty-free licence to use that feedback without restriction or obligation to you.

Your IP

You retain all rights in your Customer Data and any content you create using the platform. We will not use Customer Data to train AI models or for any purpose other than providing the services.

7. Payment and subscriptions

Pricing

Current plan prices are shown on our pricing page. Prices are quoted in GBP and exclusive of VAT unless stated otherwise.

Billing

Subscriptions are billed annually in advance unless we agree otherwise in writing. Payment is due within 30 days of invoice. We reserve the right to suspend access to the platform if payment is not received by the due date after reasonable notice.

Price changes

We may change subscription prices with at least 60 days' written notice before your renewal date. If you do not accept the new price, you may cancel before renewal and your current pricing will remain in effect until the end of your paid term.

Cancellation and refunds

You may cancel your subscription at any time. Cancellation takes effect at the end of your current billing period. We do not provide refunds for unused portions of a paid term except where required by law or where we have materially failed to provide the services.

8. Confidentiality

Each party agrees to keep confidential any non-public information received from the other party that is marked as confidential or that a reasonable person would understand to be confidential ("Confidential Information").

This obligation does not apply to information that is already publicly known, independently developed, or required to be disclosed by law.

Both parties will use Confidential Information only for the purposes of the agreement and will protect it with at least the same care used for their own confidential information.

9. Warranties and disclaimers

We warrant that:

• We have the right to provide the services to you
• We will provide the services with reasonable skill and care
• We will implement appropriate security measures to protect your data

Except as set out above, the platform is provided "as is". We do not warrant that it will be error-free, uninterrupted, or that it will meet every specific requirement you have. Strategy outcomes depend on how the platform is used and on many factors outside our control - we make no guarantees about business results.

10. Limitation of liability

Neither party shall be liable to the other for indirect, incidental, special, or consequential loss, including loss of profit, revenue, data, goodwill, or business opportunity, even if advised of the possibility of such loss.

Our total aggregate liability to you in any 12-month period shall not exceed the fees paid by you to us in that same period.

Nothing in these Terms limits or excludes liability for: death or personal injury caused by negligence; fraud or fraudulent misrepresentation; or any other liability that cannot be excluded by law.

11. Termination

Either party may terminate these Terms immediately if the other party:

• Commits a material breach that is not remedied within 30 days of written notice
• Becomes insolvent, enters administration, or is subject to similar proceedings

We may also suspend or terminate your access (with notice where reasonably possible) if you violate the acceptable use provisions in section 4, or if we are required to do so by law.

On termination, your right to access the platform ends. Provisions that by their nature should survive termination (including sections 5, 6, 8, 10) will do so.

12. General

Governing law

These Terms are governed by the laws of England and Wales. Both parties submit to the exclusive jurisdiction of the courts of England and Wales for any dispute arising under them.

Entire agreement

These Terms, together with any order form or data processing agreement, constitute the entire agreement between the parties regarding StrategyWorks and supersede all prior discussions, representations, or agreements.

Severability

If any provision of these Terms is found to be unenforceable, that provision will be limited or removed to the minimum extent necessary, and the remaining provisions will remain in full force.

Waiver

Failure to enforce any provision of these Terms does not constitute a waiver of the right to enforce it in future.

Assignment

You may not assign your rights or obligations under these Terms without our prior written consent. We may assign our rights to a successor entity in a merger or acquisition, subject to equivalent protections applying.

Contact

For legal notices or questions about these Terms: [email protected] or write to Shapecast Ltd, 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ.