Terms & Conditions

This is a copy of the Terms & Conditions for the Three Rings system as they apply to Organisations using the system. For the Terms & Conditions for the Three Rings system as they apply to Individual Users, see Terms and Conditions for Individual Users.

These terms are effective for all new clients with immediate effect and for existing clients from 28 March 2019. They were previously updated in April 2018 (to demonstrate our commitment to the GDPR), March 2017 (to guarantee a notice period on pricing changes and permit charges to be levied on extremely overdue payments), 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).


Terms and Conditions of Use

  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.
  1. Application
    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:
      1. any other terms or conditions contained, or referred to, in correspondence or other documents; or
      2. any terms or conditions implied by trade custom and practice; or
      3. any other purported provisions or oral representations.
  1. Provision and Use
    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.
    2. The Client agrees to use the System and the Services in accordance with provisions of this Agreement, and that all individual users shall use the System in accordance with the Terms and Conditions of Use for Users.
    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.
    4. 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.
  1. Data Protection Legislation and Compliance
    1. The Client warrants that any and all data stored and/or processed via the System has been obtained and is kept in accordance with all relevant laws, including but not limited to the Data Protection Act 1998 (DPA 1998), the General Data Protection Regulations 2016 (GDPR), the Data Protection Act 2018 (DPA 2018), and any subsequent legislation in the United Kingdom; and additionally, 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.
    2. Should the Client fail to ensure that the data is stored in accordance with the GDPR and/or the DPA 2018, and the Company become thus aware, the Company in their capacity as Data Processor shall notify the client of the non-compliance.
    3. If after notification under Section 4.2 the Client fails to rectify the non-compliance within seven days, the Company will take any necessary action on behalf of the Client to ensure GDPR compliance. In such an event, the Company shall endeavour to keep any such action to the minimum necessary, and shall inform the Client at the earliest opportunity of the action taken and the reasons therefore.
    4. For the avoidance of doubt, for the purposes of data protection legislation and compliance, the Client is the Data Controller and the Company is the Data Processor for all information stored in the System, except for technical information including but not limited to system logs and information stored in the “My Account” section of the System, for which the Company is the Data Controller. Any data for which the Company is the data controller is excluded from the scope of this Agreement.
    5. The Company shall store and process all data within the United Kingdom and the European Economic Area.
    6. In the event of a substantial change to the data protection legislation in the United Kingdom, the Company shall notify the Client of such a change. The Client shall be responsible for ensuring its continued compliance with any and all applicable data protection legislation in the United Kingdom; and additionally, 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.
  1. Data Processing
    1. The Client may determine at any time the data to be stored on the System and the duration for which it is to be thus stored, including the type(s) of personal data and the categories of data subject, provided such data storage is compatible with the provisions of Section 4.
    2. If the Client should choose to store any data described as “special categories of data” under the law as defined in Section 4, the Client warrants that the data subjects are aware that the data may be transferred to a third country as described in Article 4.5.
    3. The Client may determine at any time, through the use of the System, the nature of the processing. This shall be recorded by the System in the logs and shall form a written record of the processing requested by the Client. The Client warrants that any processing conducted through the System is permissible in law and undertaken in line with the Client’s own Privacy Policy.
    4. The Company shall only process data in accordance with the written request of the Client. Such written requests shall include that as described in Section 5.2, as stated elsewhere in this Agreement, or in any other written communications in any form between the Company and the Client.
    5. The Company warrants that appropriate measures are in place to ensure the security of the data stored within the System, and further warrants that the security of the System conforms to the principles of “security by design” and “privacy by design”.
    6. The Company shall inform the Client at the earliest opportunity should the Company become aware of an actual, suspected, or potential data breach on the part of the Company, and the Client shall inform the Company at the earliest opportunity should the Client become aware of anything that may pose a threat to the security of the System or the data stored therein.
    7. The Company shall assist the Client to meet any legal obligations with regard to the processing of data, should the Client so request it.
    8. The Company shall submit to any audits and/or inspections as appropriate to the role of Data Processor, should the Client so request it.
  1. Sub-Processing
    1. The Client agrees that the Company may engage a sub-processor for the purposes of sending emails.
    2. The Company shall not engage a sub-processor for any other purpose without the prior written permission of the Client.
    3. Any use of a sub-processor by the Company shall be under a written contract, which shall provide at least the same level of protection for the personal data and the rights of the data subjects as in this Agreement.
    4. Should the Client so request it, the Company shall, upon receipt of such a request, provide a copy of the contractual agreement between the Company and any sub-processor, unless the contract contains any commercial information, in which case any such commercial information shall be removed before the provision of the contract.
  1. Billing and Invoices
    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 in effect at the time of issue of the invoice, unless otherwise explicitly agreed by the Company in writing.
    2. Any changes to the billing rates charged by the Company shall be announced with no less than three months’ notice.
    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.
  1. Intellectual Property and Copyright
    1. The copyright, patent and other intellectual property rights (the ‘IPR’) of the System, whether registered or otherwise, shall remain the property of the Company or of the third party who originally supplied them.
    2. Any data which the Client places into the System shall remain the property of the Client or the individual to whom it applies, in accordance with current data protection legislation. Any data generated by the Client over the course of its ordinary use of the System shall remain the property of the Client, subject to the provisions of Section 8.3.
    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, the General Data Protection Regulations 2016, the Data Protection Act 2018, and any subsequent legislation.
    4. The provisions of Section 8 shall remain in force indefinitely after the termination of the other provisions of this Agreement.
  1. Updates and Fault Rectification
    1. The Company shall, at its sole discretion, update the software as and when it is deemed necessary.
    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.
    3. The Company shall use all reasonable endeavours to correct any faults that the Client reports in the operation of the Services.
  1. Liability for Loss or Damage
    1. The Company shall use all reasonable care in the provision of the Services.
    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.
    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, save that which is by law incapable of exclusion.
    4. Subject to the limit set out in 10.5 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.
    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.
  1. Confidentiality
    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.
    2. The provisions of 11.1 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.
    3. The Company shall notify the Client of any legally-binding request for disclosure of personal data by a law enforcement agency, unless otherwise prohibited such as by a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation or any other such legally-binding prohibition.
    4. Both parties shall take reasonable steps to ensure that their staff and sub-contractors are bound by the provisions of this clause.
    5. The provisions of Section 11 shall remain in force for five years after the termination of the other provisions of this Agreement.
  1. Indemnification
    1. The Client shall indemnify the Company against any action by a third party arising from the Client’s use of the Services.
    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.
  1. Termination
    1. Either party may terminate the Agreement forthwith by written notice to the other party if:
      1. 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
      2. 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.
    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.
    3. Upon termination of the Agreement the Company shall delete, return, or otherwise transfer any data stored on the System, according to the request of the Client. Should the Client not specify the Action the Company should take with regard to the data, the Company shall continue to store the data for not less than one month and not more than three months from the effective date of the termination of the agreement to allow time for the Client to communicate such a decision, after which time the data shall be destroyed.
  1. Obligations and Liability
    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.
    2. If the Company is prevented from meeting its obligations by any of the causes listed in Section 14.1, 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.
  1. Amendments
    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.
    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.
    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.
  1. Provision of Notice
    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 e-mail address provided by the Company for such purposes.
    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.
  1. Jurisdiction
    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, except in those cases described in 17.2.
    2. In the event that the United Kingdom should leave the jurisdiction of the European Economic Area, and should also not be recognised under an Adequacy Decision under EU Directive 2016/679 or any other internationally-recognised agreement regarding data protection adequacies, and the Client is based within the European Economic Area, then the parties shall submit to the jurisdiction of the courts of the country in which the Client is based only insofar as regards matters arising under the General Data Protection Regulations 2016.

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