Terms & Conditions

This is a copy of the Terms & Conditions for the Three Rings system.

It was last updated in February 2017 (with effect from 1 April 2017) to improve understandability, clarify data protection obligations, guarantee a notice period on pricing changes, and permit an administrative charge to be levied to cover the costs of chasing late payment of invoices, among other things.

It was previously updated in November 2013 (to reflect the change in name of the company from Three Rings Ltd. to Three Rings CIC) and in February 2012 (to help to clarify the legal status of this contract as it applies to Three Rings’ international clients, clarify information on our free trial, and remove the requirement that clients ask our permission before they tell a third party about the service).

A summary interpretation of the full legal text is provided. It does not replace the full legal text in any way, but may help with understanding it.

Legal text Summary

1. Definitions

“Agreement” shall refer to these Terms and Conditions, which shall form a legal contract.

“The Company” and “Three Rings CIC” shall refer to Three Rings CIC, Company 06820837 registered in England and Wales.

“The Client” shall refer to the company, organisation, or geographical or functional subdivision thereof, with whom Three Rings CIC makes this Agreement.

“The System” and “Three Rings” shall refer to the Three Rings software system provided by Three Rings CIC for use by the Client.

“The Services” shall refer to access to the System and any supplementary services which may be offered by the Company, including but not limited to technical support.

These terms and conditions are a legal contract between your organisation and Three Rings CIC.

2. Application

2.1. Unless otherwise expressly agreed by the Company in writing, this Agreement constitutes the entire Agreement between the Company and the Client and shall apply in place of, and prevail over:

a. any other terms or conditions contained, or referred to, in correspondence or other documents; or

b. any terms or conditions implied by trade custom and practice; or

c. any other purported provisions or oral representations.

Unless we’ve agreed otherwise, these terms and conditions supplant anything else.

3. Provision and Use

3.1. The Company agrees to provide the Client with online volunteer and rota management software by its provision of the Services, subject to this Agreement. By its acceptance of this Agreement, the Client warrants that it is satisfied that the Services provided meet its needs.

3.2. The Client agrees to use the System and the Services in accordance with provisions of this Agreement.

3.3. The Client must not sub-license, sell, or otherwise transfer use of the Services to a third party company, organisation, or geographical or functional subdivision thereof.

3.4. The data handled on behalf of the Client within the System will be stored and processed in the United Kingdom and/or the European Union.

3.5. The Client shall take responsibility for ensuring that the data stored is kept in accordance with all relevant laws, including but not limited to the Data Protection Act 1998 and any subsequent legislation in the United Kingdom, and where the Client is not based wholly and exclusively within the United Kingdom, any other data protection legislation which applies in the Client’s own country or countries of operation.

3.6. The Client agrees to comply with any guidance that may from time to time be issued by the Company, relating to the use of the Services.

We will provide you with access to the Three Rings system.

You will use it for your own organisation only in accordance with this agreement and any applicable laws (including the laws of England and Wales, which is where Three Rings is based).

We will only store or process your data in the UK and/or EU.

4. Billing and Invoices

4.1. The Company will issue an invoice to the Client for twelve months’ provision of the Service which shall be issued in advance, in accordance with the billing rates as advertised on the Company’s website at the time of issue of the invoice, unless otherwise explicitly agreed by the Company in writing.

4.2. Any changes to the billing rates charged by the Company shall be announced with no less than three months’ notice.

4.3. If payment is delayed beyond thirty days from the date of issue of the invoice, the Company shall have the right to levy an administrative fee of £30 and/or suspend the provision of the Services until the payment is made and cleared through the banking system.

We will invoice you annually, in advance.

We’ll give you three months’ notice if we want to change our prices.

If your invoice is overdue, we may charge you £30 and/or cut you off.

5. Intellectual Property and Copyright

5.1. The copyright, patent and other intellectual property rights (the ‘IPR’) of the System shall remain the property of the Company or of the third party who originally supplied them.

5.2. Any data which the Client places into the System shall remain the property of the Client. Any data generated by the Client over the course of its ordinary use of the System shall also remain the property of the Client, subject to the provisions of Section 5.3.

5.3. The Company reserves the right to use anonymous, aggregated, statistical data generated by the Client’s use of the System insofar as the use of such data is permitted by the Data Protection Act 1998 and any subsequent legislation.

5.4. The provisions of Section 5 shall remain in force indefinitely after the termination of the other provisions of this Agreement.

We retain our intellectual property. You retain your data.

But we may generate anonymous, aggregated statistics from your data.

These rules remain in effect even after other parts of the contract come to an end.

6. Updates and Fault Rectification

6.1. The Company shall, at its sole discretion, update the software as and when it is deemed necessary.

6.2. The Company shall give the Client at least 14 days’ notice of any substantial changes to the Services provided. Such notice may be made through an announcement on the Company’s website, through a notification placed on the System, or through any other method the Company deems suitable and appropriate.

6.3. The Company shall use all reasonable endeavours to correct any faults that the Client reports in the operation of the Services.

We will update the Three Rings software as necessary. Where possible, we’ll let you know a fortnight in advance.

If you find a bug, we’ll try to fix it.

7. Liability for Loss or Damage

7.1. The Company shall use all reasonable care in the provision of the Services.

7.2. The Company shall not be liable to the Client for any loss of profits or goodwill or for any type of special, indirect, incidental or consequential loss (including, but not limited to, loss or damage suffered by the Client as a result of an action brought by a third party) even if such loss were reasonably foreseeable or the Company had been advised of the possibility of the Client incurring such loss.

7.3. Save as expressly provided herein, all other terms and conditions, warranties or representations, whether expressed or implied (by statute or otherwise), relating to the Services and their supply or imposing liability on the Company, are hereby excluded.

7.4. Subject to the limit set out in 7.5 below, the Company shall accept liability in respect of damage to the tangible property of the Client resulting directly from the negligence of the Company or its employees or subcontractors.

7.5. Except in relation to liability that is by law incapable of exclusion, the Company’s liability hereunder or otherwise arising from the provision of the System shall not exceed the full value of the annual charges due from the Client under this Agreement.

We are not liable for any losses you incur, but we are liable for any damage caused by our negligence.

Except where the law says otherwise, our liability is limited to your annual charge.

8. Confidentiality

8.1. Each party agrees not to publish or reveal to any third party any confidential information relating to the System or to the other party and its operations and data, except with prior consent in writing of the other party.

8.2. The provisions of 8.1 shall not apply to information that is, or becomes, public knowledge otherwise than through the default of the party concerned, or is already in the receiving party’s possession, or is legally acquired from a third party, or is required by law to be disclosed.

8.3. Both parties shall take reasonable steps to ensure that their staff and subcontractors are bound by the provisions of this clause.

8.4. The provisions of Section 8 shall remain in force for five years after the termination of the other provisions of this Agreement.

We won’t share your confidential information, and you won’t share ours (except for things that are already public knowledge or where required by law).

9. Indemnification

9.1. The Client shall indemnify the Company against any action by a third party arising from the Client’s use of the Services.

9.2. The Company shall indemnify the Client against any action by a third party for breach of copyright, patent rights, or other intellectual property right arising from its use of the Services, provided such use does not violate any provisions of this Agreement.

We are not responsible for the way you choose to use our services.

10. Termination

10.1. Either party may terminate the Agreement forthwith by written notice to the other party if:

a. the other party shall be in substantial breach (including, but not limited to, late payment) of any of its obligations under this Agreement and shall not have remedied the breach within four weeks of receiving written notice of the breach; or

b. the other party shall become bankrupt or have a receiver appointed otherwise than for the purpose of an amalgamation or reconstruction in which the emergent company assumes all the obligations of the party in liquidation or receivership.

10.2. Either party may terminate the Agreement by giving 28 days’ written notice of termination. The Client thereby becomes liable to pay for any and all outstanding charges incurred up to and including that date.

Either of us can end this contract if the other is in breach of it or becomes bankrupt, or by giving 28 days notice in writing.

You still have to pay for the period of time that you had access to the services.

11. Obligations and Liability

11.1. Neither party shall be liable for any delay in meeting, or failure to meet, any of its obligations due to any cause outside its reasonable control, including (without limitation) Acts of God, war, riot, terrorism, malicious damage, fire, acts of any government or public body, failure of the public electricity supply, failure or delay on the part of any sub-contractors beyond its reasonable control, or the unavailability of materials.

11.2. If the Company is prevented from meeting its obligations by any of the causes listed in Section 11.1, it shall notify the Client of the circumstances as soon as is reasonably possible and the Client shall grant a reasonable extension for the performance of the Agreement.

Neither of us are responsible for things outside of our reasonable control like Acts of God.

(But we’ll try to keep you informed if anything like that happens.)

12. Amendments

12.1. The Company reserves the right to amend this Agreement at any time upon provision of 28 days’ notice, which may be made in writing or electronically.

12.2. If the Client does not wish to accept the new Agreement, then it may terminate this Agreement by giving 28 days’ notice, during which time the original Agreement shall remain in place.

12.3. If the Client continues to use the Services after 28 days without having notified the Company that it wishes to terminate the Agreement, it will be deemed as the Client having accepted the new Agreement.

We can change these terms and conditions if we give you 28 days notice.

13. Provision of Notice

13.1. Any formal notice, consent or communication required to be given or served under this Agreement to the Company shall be given or served by sending it by first class mail to the registered office of the Company or by e-mail to the email address provided by the Company for such purposes.

13.2. Any formal notice, consent or communication required to be given or served under this Agreement to the Client shall be given or served by sending it by first class mail to the last known address provided by the Client to the Company or by e-mail to the e-mail address(es) specified by the Client.

If you need to contact us about legal matters, you’ll send first class post or an email.

If we need to contact you, we’ll do the same.

14. Jurisdiction

14.1. The construction, validity and performance of this Agreement shall be governed by the laws of England and Wales and the parties hereby submit exclusively to the jurisdiction of the courts of England and Wales.

The laws of England and Wales cover this agreement.

Contact Information

Three Rings CIC is registered as a Community Interest Company in England and Wales, No. 06820837

Contact: support@threerings.org.uk
Web: www.threerings.org.uk
Post: Three Rings CIC, 16 Osborne Close, Kidlington, OX5 1TU, United Kingdom