Terms of service

1. Who these terms are between

These terms apply to services supplied by Saguni Ltd, a private company limited by shares registered in England and Wales under company number 16511146, whose registered office is 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom ("we", "us", "Saguni"), to the business client identified in a services agreement ("you", "the client").

We supply services to businesses only. We do not contract with consumers.

2. The services agreement takes priority

Each engagement is governed by a written services agreement signed by both parties. These terms supplement that agreement. Where the two conflict, the signed services agreement prevails.

3. What we provide

Depending on what the services agreement says, we may provide:

• engagement and payment administration for contractors and suppliers;
• procurement and administration of software, cloud services and other operational costs;
• operational and payment support for online platforms, including checkout operations, seller onboarding and verification, payout scheduling, reconciliation and dispute handling.

We act as the client's disclosed agent in respect of costs incurred on their behalf. The client remains the commercial principal.

4. What we do not provide

We are not authorised or regulated by the Financial Conduct Authority. We do not carry on regulated payment services, issue electronic money, take deposits, or provide escrow. Where funds move in connection with a platform we operate, they are processed and held by regulated third-party payment providers under their own terms and conditions.

We do not provide legal, tax, accounting, investment or regulatory advice. Nothing on this website or in our correspondence is advice of that kind.

5. Client responsibilities

• Provide accurate information about your business, its owners and its activity, and keep it up to date.
• Provide the instructions, approvals and documentation we need in good time.
• Fund costs in advance of the payment cycle, as set out in the services agreement.
• Ensure your own business, products and platform comply with applicable law, including consumer, tax and data protection law in the territories you operate in.

6. Fees and payment

Fees are set out in the services agreement. Statements are issued monthly and separate costs reimbursed from our service fee. Payment is due by bank transfer within fifteen (15) days of the statement date, in the currency stated on the statement.

We may suspend services where a statement remains unpaid more than thirty (30) days after its due date, having given written notice. Interest on late payment may be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998.

7. Queries on a statement

Raise any query on a statement within fourteen (14) days of its date. We will investigate and, where a line is wrong, issue a corrected statement or a credit note. See our refunds and cancellations policy.

8. Term and termination

Engagements run monthly unless the services agreement says otherwise. Either party may terminate on thirty (30) days' written notice. Either party may terminate immediately if the other commits a material breach that is not remedied within fourteen (14) days of written notice, or becomes insolvent.

On termination the client remains liable for costs already committed on their behalf and for fees accrued up to the termination date. We will hand over records and, where practicable, assist with the orderly transfer of contractor and supplier arrangements.

9. Intellectual property

The client owns all intellectual property in the products, brands and materials created for it, including work produced by contractors we engage on its behalf. We assign or procure the assignment of such rights to the client as provided in the services agreement. We retain ownership of our own templates, processes and internal records.

10. Confidentiality

Each party will keep the other's confidential information confidential and use it only for the purposes of the engagement, except where disclosure is required by law, by a regulator, or by our professional advisers under equivalent duties of confidence.

11. Liability

Nothing in these terms limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot lawfully be limited.

Subject to that, we are not liable for loss of profit, loss of business, loss of anticipated savings, or indirect or consequential loss; and our total liability in connection with an engagement in any twelve-month period is limited to the total service fees paid by the client to us in that period. Cost reimbursements are excluded from that calculation.

We are not liable for the acts, omissions, outages or decisions of third-party payment providers, banks, contractors or software suppliers, beyond taking reasonable care in selecting and administering them.

12. Data protection

Each party will comply with UK data protection law. Where we process personal data on the client's instructions we do so as processor and the client is the controller; where we determine our own purposes, such as our accounting and compliance records, we act as controller. See our privacy policy.

13. Sanctions and lawful use

We will not act for, or make payments to or on behalf of, any person subject to UK, EU, UN or US sanctions, and we may suspend or terminate an engagement immediately where sanctions, financial crime or fraud concerns arise.

14. General

Neither party may assign an engagement without the other's written consent, except to a group company on notice. No third party has rights under the Contracts (Rights of Third Parties) Act 1999. If a provision is found unenforceable, the rest continues in force. These terms and the services agreement are the entire agreement between the parties.

15. Governing law

These terms and any dispute arising from them are governed by the laws of England and Wales, and the courts of England and Wales have exclusive jurisdiction.

16. Changes to these terms

We may update these terms from time to time. The version in force is the one published on this page on the date of the relevant statement. Material changes affecting an ongoing engagement will be notified in writing.

17. Contact

Saguni Ltd, 71–75 Shelton Street, Covent Garden, London WC2H 9JQ, United Kingdom.
Email contact@saguniltd.com · Telephone +44 7418 604187