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 were previously updated in 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).

A summary interpretation of the full legal text is provided. It does not replace the full legal text in any way, and does not replace or operate in tandem with the full legal text of the terms and conditions, 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.


Definitions:

What the key words in these Terms and Conditions mean, and who or what they refer to.

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.

 

Application:

Unless we make any other specific written agreement with your organisation, these Terms and Conditions are the legal framework governing our relationship

 

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, and that all individual users shall use the System in accordance with the Terms and Conditions of Use for Users.
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 agrees to comply with any guidance that may from time to time be issued by the Company, relating to the use of the Services.

 

Provision and Use

We will give you access to Three Rings, and in accepting this Agreement you agree that Three Rings is suitable for your needs.

You will make sure any users with accounts at your Organisation follow the Terms and Conditions for individual users. You won’t sell or give Three Rings away to anyone who isn’t a volunteer at your organisation, working from the same geographic base.

All the data you put onto Three Rings will stay within the UK and/or the EU.

If we issue any guidance on how to use Three Rings, you agree to follow it.

4. Data Protection Legislation and Compliance

4.1. 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 (DPA), the General Data Protection Regulations 2016 (GDPR), 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.
4.2. Should the Client fail to ensure that the data is stored in accordance with the GDPR, and the Company become thus aware, the Company in their capacity as Data Processor shall notify the client of the non-compliance.
4.3. 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.
4.4. If the Company receives a Subject Access Request from an individual, the Company shall, upon verification of the individual’s identity, directly respond to the request with any data held by the Company or stored within the System in accordance with the GDPR.

Data Protection Legislation and Compliance:

You will make sure that any data you store in Three Rings meets the requirements of privacy legislation including the GDPR, any similar legislation in the UK, and any local laws if your organisation is based outside the UK.

If you fail to do so, and we find out, we will let you know you’re in breach of the law.

If, 7 days after we’ve alerted you to such a breach, you haven’t fixed it, we will fix it for you in the least-disruptive way we can. If we have to do this, we’ll tell you what we did and why.

If any user at your organisation makes an SAR request to us, we’ll check that they are who they say they are, and will respond to that request in line with our legal obligations under the GDPR.

 

5. Billing and Invoices

5.1. 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.


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


5.3. 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.

Billing and Invoices

We will charge you your subscription for the next 12 months of Three Rings at the rates in force on the day your invoice falls due (unless we have a specific written agreement to do otherwise).

If we change the costs for Three Rings, we’ll give you a minimum of three months’ warning.

If your payment for the subscription is more than 30 days overdue, we have the right to add a £30 administrative charge to your bill, and/or block your organisation’s access to Three Rings until we’ve received payment.

6. Intellectual Property and Copyright

6.1. 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.
6.2. 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 6.3.
6.3. 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, and any subsequent legislation.
6.4. The provisions of Section 6 shall remain in force indefinitely after the termination of the other provisions of this Agreement.

Intellectual Property and Copyright:

We retain our intellectual property. You retain your data.

We have the right to generate anonymous, aggregated statistics from your data, which won’t be personally identifiable. If we do this, we’ll still have to obey laws like the Data Protection Act and the GDPR.

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

 

7. Updates and Fault Rectification

7.1. The Company shall, at its sole discretion, update the software as and when it is deemed necessary.
7.2. 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.
7.3. The Company shall use all reasonable endeavours to correct any faults that the Client reports in the operation of the Services.

Updates and Fault Rectification:

We will update the Three Rings software as necessary.

We’ll let you know a fortnight in advance, probably using a message in Three Rings.

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

8. Liability for Loss or Damage

8.1. The Company shall use all reasonable care in the provision of the Services.
8.2. 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.
8.3. 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.
8.4. Subject to the limit set out in 8.5 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.
8.5. 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.

Liability for Loss or Damage:

We’ll do our best to make sure there’s nothing seriously wrong with Three Rings.
We aren’t responsible if a problem with Three Rings causes any loss of income or reputation for your organisation. Apart from these Terms and Conditions, we aren’t bound by any other agreements or warranties unless they cannot be legally excluded from the Agreement.

We will accept liability if you suffer damage to tangible property as a direct result of our negligence, or the negligence of our volunteers or subcontractors. This liability will not be more than the full value of one year’s annual subscription for your organisation.

9. Confidentiality

9.1. 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.
9.2. The provisions of 9.1 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.
9.3. Both parties shall take reasonable steps to ensure that their staff and sub-contractors are bound by the provisions of this clause.
9.4. The provisions of Section 9 shall remain in force for five years after the termination of the other provisions of this Agreement.

Confidentiality:

We will keep all of your confidential information secret, and you will keep all of our confidential information secret, unless we agree otherwise in writing.
This doesn’t apply to any information that already is public knowledge, or becomes public knowledge, which is already known by whoever it’s shared with, or which has to be shared under the law.

You will take all reasonable steps to make sure everyone at your organisation follows these rules, and we will do the same.

This section of the Terms remains in force for 5 years after the rest of this agreement has ended.

10. Indemnification

10.1. The Client shall indemnify the Company against any action by a third party arising from the Client’s use of the Services.
10.2. 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.

Indemnification:

You agree to indemnify us against any action by a third party as a result of your use of the system.
We will indemnify you against any action by a third party for breach of copyright, patents, or IP resulting from your use of the system, as long as that use isn’t against the Terms given here.

11. Termination

11.1. 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.
11.2. 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.

Termination:

Either of us can end this agreement by writing to the other. This can be done instantly if one of us is in serious breech of the Terms and Conditions, or if one of us becomes bankrupt or has an Official Receiver appointed.
Either of us can end this agreement for any reason by writing to the other and giving at least 28 day’s notice. You become liable for any outstanding charges for access to the service up until the date of termination.

12. Obligations and Liability

12.1. 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.
12.2. If the Company is prevented from meeting its obligations by any of the causes listed in Section 12.1, 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.

Obligations and Liability:

Neither of us is liable if we breach the terms of this agreement as a result of things we can’t control (like war, terrorism, Acts of God, and so on).

If we can’t meet our obligations for reasons like that, we’ll tell you as soon as we can. You agree to give us time to get things sorted out.

13. Amendments

13.1. 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.
13.2. 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.
13.3. 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.

Amendments:

We’re allowed to change these Terms and Conditions any time we need to.
We will do what we can to make sure you know about any changes and what they mean.
If you don’t want to use Three Rings after we make any changes to the Terms and Conditions, you have 28 days to tell us so, and the original agreement will continue in place during that time.
If you keep using Three Rings after those 28 days, it means you’ve agreed to the changes.

14. Provision of Notice

14.1. 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.
14.2. 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.

Provision of Notice:

If you need to make any formal communication to us in line with these terms and conditions, you must do so either by first-class post or by email to the Company addresses we provide.
If we need to make any formal communication to you in line with these terms and conditions, we must do so either by first-class post or by email to the last known addresses we have for you.

15. Jurisdiction

15.1. 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.

Jurisdiction:

The laws of England and Wales govern this agreement

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