Six Circles Limited
Terms of Business
This document outlines the terms and conditions which outline how we (Six Circles Limited) permit you, our Client, to use our Web Platform to create your own private social network. It also outlines how we perform the commercial Services that relate to the Web Platform to you and to our other business clients. It is important that you read these Conditions carefully as upon acceptance by you there will be a binding legal Contract between us which incorporates these terms. Unfortunately, if you do not accept these Conditions then you will not be able to use our Web Platform or have any access to our Services.
1.1 It makes things a lot easier if we define at the outset what certain words will mean when we use them in these terms and conditions. That means, for the words listed below, wherever you made read them in these Conditions shall have the following meanings. To make this clear we highlight these definitions With Apparently Inappropriate Use of Capital Letters for ease of reference.
|means our rates from time to time for work undertaken as otherwise agreed with you, payable by you in accordance with clause 5.4 below or for the provision of additional services otherwise chargeable under these Conditions;|
|Client||means you, the organisation that is engaging our Services and which is granted a licence to use our Web Platform. When we make use of terms like ‘you’ and ‘yours’ in these Conditions then, unless we specifically say otherwise, we mean you, our Client;|
|Client Data||means any data entered by you that is uploaded to our Web Platform or stored by us on our secure servers;|
|Commencement Date||means the date that of your acceptance of these Conditions. This is the date upon which these Conditions will come into effect and the date upon which we will start to supply our Services to you;|
|Conditions||means this software licence and the terms and conditions outlined in this document;|
|Infringement||means the infringement of the Intellectual Property Rights of a third party;|
|Initial Fees||means the sum specified in Schedule 1|
|Intellectual Property Rights||means all those intangible things that can be owned and controlled notwithstanding the fact that they are not physical. This includes things like copyright, trade marks, domain names, database right and a host of other Intellectual Property Rights, wherever they might take effect in the world. It covers all such Intellectual Property Rights, whether they are registered or not, and whether they exist at the Commencement Date or come into existence some time later. This term also includes applications for registered Intellectual Property Rights that are pending as at the Commencement Date and Intellectual Property Rights whose term of protection has been renewed or extended somehow;|
|Licence||means the non-exclusive licence of the Web Platform as outlined in clause 2;|
|Parties, Party||means Six Circles and/or you, the Client;|
|Platform Specification||means the description and specification of the Web Platform as outlined Schedule 2|
|Service Fee||means the fee specified Schedule 1 payable by you in consideration for our Services and the Licence;|
|Service Payment Terms||means the payment terms in respect of the Service Fee, as outlined in Schedule 1|
|Services||means the Services provided by us as outlined in further detail in Schedule 3|
|Six Circles||means us, Six Circles Limited, a company incorporated in England under registration number 10727106. Our registered office is A6 Kingfisher House, Kingfisher Way, Team Valley Trading Estate, Gateshead, United Kingdom NE11 0JQ. When we use words like “we”, “us” and “our” in these Conditions, it is to Six Circles Limited that we refer;|
|Specified Purposes||means the use and operation of the Web Platform for the purpose of building your own private social network for use by your users, deploying the functionality we provide in accordance with the Platform Specification for its intended purpose;|
|Term||means the duration of the Contract as outlined in clause 2.1;|
|Training||means the training provided by us, to you, as part of our Services based upon the Web Platform, as outlined in further detail in Schedule 1 and 3|
|User||means any individual that has access to the Web Platform who has accepted the User Registration Terms;|
|User Data||means the data entered by a User and processed on the Web Platform;|
|User Registration Terms
|means the terms that Users accept when registering to use the Web Platform;|
|Web Platform||means the software created and owned by Six Circles that is subject to the Licence;|
|Warranty Period||means the period of 12 calendar months from (and including) the Commencement Date;|
1.2 When you see the words “includes” or “including” used in these Conditions, it means without limitation to what then follows, which is really an example.
1.3 You can take it that when we refer to legislation, we are also referring to all subordinate legislation (rules and regulations) that are set down under or pursuant to that legislation. Those references also include instances where the original legislation we refer to is replaced by new legislation that does the job of the legislation we referred to.
1.4 When we refer to something being “in writing” or “written”, this includes emails or other forms of electronic communication, including messages sent to your account or notifications sent to you via any App that you might be using.
2.1 The Contract shall begin on the Commencement Date and shall continue indefinitely until either Party;
2.1.1 gives the other Party one month’s notice in writing to terminate; or
2.1.2 terminates this agreement with immediate effect under Clause 10.
2.2 Subject to these Conditions, we agree during the Term, to:
2.2.1 provide our Services to you;
2.2.2 grant to you a non-exclusive licence to use the Web Platform for the Specified Purposes; and
2.2.3 grant to you the right to grant non-exclusive licences to your Users to use the Web Platform for the Specified Purposes.
2.3 If we provide to you any media, documents or notes during the provision of our Services or the Training then these shall remain the property of Six Circles at all times and should not be copied or distributed without seeking permission from us first.
- The Web Platform
3.1 In order to ensure safe and proper use by you and the Users of our Web Platform, there are a number of promises or, as the lawyers say, ‘Warranties’ that we ask you to make. These are that:
3.1.1 you will only use the Web Platform for legal and moral purposes and will not use the Web Platform for any purposes that may be deemed immoral or bring our name in any way into disrepute;
3.1.2 you are the sole owner or have the relevant permission for all content that you upload to you Web Platform including any graphics, images or other media that are uploaded and that you require your users to do likewise;
3.1.3 you ensure that you and any Users shall not access, store or distribute any viruses or any material that, we may deem to be:
a) unlawful, harmful, threatening or obscene;
b) racially or ethnically offensive;
c) depicts sexually explicit or pornographic images;
d) promotes unlawful violence; or
e) discriminates by race, gender, colour, religious belief, sexual orientation or disability.
3.1.4 you will not any time attempt to copy or distribute any part of the Web Platform other than for those purposes that we expressly authorise under these Conditions;
3.1.5 you will not attempt to modify merge or combine the whole or any part of the Web Platform with any other software; and
3.1.6 during the Term and for a period of six months of its termination, you shall not attempt to build any product or service that competes with the Web Platform.
3.2 We do not warrant that the Web Platform will at all times be error and bug free, but we will use our reasonably commercial endeavours to make the Web Platform available 24 hours a day, 7 days a week.
3.3 There may be circumstances where the Web Platform is unavailable such as where we are we need to carry out either planned or emergency maintenance work. In the circumstances where our maintenance work is planned we will try to give you as much notice as is possible.
3.4 The Web Platform contains information and things that we don’t want others to know about and which are therefore confidential to us. Just to clarify, we own all the copyright, trade marks and other Intellectual Property Rights in the Web Platform. You are not entitled to use our Intellectual Property Rights for any purpose save as set out in these Conditions.
- Customisation Services
4.1 As part of our Services provided we shall perform customisation on your Web Platform to the agreed Platform Specification.
4.2 We shall commence the customisation of your Web Platform as soon as is reasonably possible after your payment of the Initial Fee. We will aim to have your Web Platform ready to the date agreed between after you have submitted your online form, upon at which point you will be able to accept the Platform or suggest minor amendments.
4.3 If further work is required beyond minor amendments and outside the scope of the agreed Platform Specification, then we reserve the right to charge you Additional Fees to be invoiced according to these Conditions.
4.4 Once you have accepted the Web Platform, this will be the date of delivery of your Web Platform and the date upon which the Service Fees shall commence and become payable. You may not make the Web Platform available to your prospective Users until you have accepted it as having been delivered to you in accordance with these Conditions. If you do make the Web Platform available to your prospective users before providing us with your written acceptance, we shall, unless we agree to the contrary in writing, be entitled to accept such action as your acceptance.
5.1 In exchange for your Licence to access the Web Platform and our Services you shall pay to us the Service Fees which shall be payable in accordance with the Service Payment Terms.
5.2 You shall also pay the Initial Fee for the setup and customisation of your Web Platform and for your Training.
5.3 Additional Fees shall be invoiced at the end of each month and shall be payable within 14 days of the date of each invoice.
5.4 We reserve the right to charge you interest on any sum overdue under these Conditions at the rate of 8% per annum above the bank rate from time to time of the Bank of England from the due date until payment in cleared funds is received. We also reserve the right to charge you for any reasonable expenses and charges incurred in the collection of your late payment.
- Client and User Data
6.1 You shall own all the Intellectual Property Rights in the Client Data that is uploaded or processed through the Web Platform. Likewise, we make no claim to ownership of the Intellectual Property Rights in the User Data, which shall be owned by you or your Users, as per the agreement you have with them in the User Registration Terms.
6.3 During the Term, we agree to keep confidential all Client Data that is, in fact, confidential. If the Client Data contains information is freely available, obvious, has been passed to us by a third party without obligations of confidence or is already in the public domain then this information will not be classed as confidential for the purpose of this clause.
6.4 There may also be circumstances where we are required by law, regulations or through a recognised statutory body to disclose your confidential information to aid in an investigation. If such a situation does arise then we shall disclose only the minimum that is required by law.
6.5 Upon termination of the Contract you shall have a period of 30 days where you can access your Web Platform to download all the Client Data and User Data. The download will be available in .csv or excel format files. If you have any problems downloading your data then please contact us immediately at firstname.lastname@example.org.
6.6 After this period of 30 days we will permanently erase and delete all Client Data and User Data from our servers. You recognise and acknowledge that the erasure and deletion of all Client Data and User Data is irreversible and is necessary in order for us to comply with the law.
- Warranty and Support
7.1 In the unlikely event that you find a fault or error in the Web Platform you should contact us as soon as possible to provide us some more information about how the fault arose. We aim to acknowledge all faults within 24 hours of you notifying us.
7.2 Once you have notified us and a fault has been diagnosed we shall, as soon as is reasonably practicable, take corrective measures to ensure that the Web Platform performs in accordance with the Platform Specification. We may also make recommendations about your use of the Web Platform or issues under your control that may have caused the fault and you should implement these recommendations as soon as is possible. You acknowledge that any failure to implement these recommendations may be detrimental to the performance and effectiveness of the Web Platform.
7.3 We will not be responsible, nor will we be liable to diagnose or fix any fault resulting from:
7.3.1 your failure to implement any recommendations previously advised by us;
7.3.2 the improper use or operation of the Web Platform, or your failure to operate the Web Platform in a manner which is consistent with our directions; or,
7.3.3 your use of the Web Platform otherwise than for the Specified Purposes, including any purpose for which it was not designed.
7.4 If after our diagnosis, we are unable to diagnose a fault, where appropriate we may;
7.4.1 refer or suggest additional Training; or
7.4.2 make recommendations concerning your systems; or
7.4.3 make recommendations concerning your operation and use of the Web Platform or other issues under the control of you or your Users that may affect the performance of the Web Platform.
7.5 You should not attempt in any way to solicit any of our employees at any time during the Term or for a period of six months after to provide Training or technical support related to the Web Platform.
- Limitation of Liability
8.1 Where any of the obligations relating to the delivery of the Services are sub-contracted by us to a third party, we will remain liable for the acts and omissions of those contractors as if they were our own.
8.2 OUR LIABILITY TO YOU IN RESPECT OF ALL OTHER CLAIMS, LOSSES OR DAMAGES, WHETHER ARISING FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE UNDER OR IN CONNECTION WITH THESE CONDITIONS ARISING IN ANY CALENDAR YEAR COMMENCING ON THE COMMENCEMENT DATE OR AN ANNIVERSARY THEREOF (WHERE, FOR A SERIES OF CONNECTED CLAIMS, THE CALENDAR YEAR IN QUESTION SHALL BE THE YEAR OF THE FIRST SUCH EVENT GIVING RISE TO A CLAIM), SHALL IN NO EVENT EXCEED THE AGGREGATE OF ALL FEES PAID OR PAYABLE BY YOU IN THAT PERIOD.
8.3 SUBJECT TO CONDITIONS 8.2 AND 8.4, WE WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF PROFITS OR OPPORTUNITY, TURNOVER, DATA, BUSINESS OPPORTUNITIES, ANTICIPATED SAVINGS OR DAMAGE TO GOODWILL (WHETHER DIRECT OR INDIRECT).
8.4 Nothing in these Conditions shall act or be construed so as to act in any way to limit our liability for
8.4.1 death or personal injury caused by our negligence, or the negligence of our employees, agents or sub-contractors (as applicable); or
8.4.2 fraud or fraudulent misrepresentation by us or our employees.
- Intellectual Property Rights
9.1 We warrant that we are entitled to grant the Licence to you and that the use by you or your Users of the Web Platform for the Specified Purposes will not give rise to an Infringement.
9.2 You warrant that all Intellectual Property Rights in the content that you upload to the Web Platform (or which is uploaded by your Users) belong to you or that you have permission from those that do own the Intellectual Property Rights (such as your Users) in the content that you (or your Users) upload to use that content in that way.
9.3 Similarly, you warrant to us that all Intellectual Property Rights in any content that you deliver to us to enable us to carry out our Services also belongs to you or that you have the requisite permission from those that do own the Intellectual Property Rights.
9.4 You hereby grant to us a non-exclusive licence to use, edit, create databases from, copy and store all Client Data and User Data posted by you to the Web Platform both during the Term.
9.5 Save for the content that you post and content that is posted by your Users to the Web Platform (including all Client and User Data), you acknowledge that all Intellectual Property Rights in the Services including the Web Platform and our website are and shall at all times belong to us or our licensors. No rights to or property in the Services shall pass to you and you are not permitted to modify, adapt or create derivative works from the Services or any part of them.
9.6 If any action or proceeding is brought by a third party
a) against you in respect of any alleged infringement of any Intellectual Property Right arising as a result of your use of the Services, or
b) against us in respect of any alleged infringement or any Intellectual Property Right in respect of the Content,
then the threatened party shall be indemnified by the other party from and against all costs, damages, liabilities, and losses agreed to be paid by way of settlement or compromise by, or finally awarded against the threatened party as a result of or in connection with such claims of infringement provided that:
9.6.1 the indemnified party shall notify the other party in writing of any such allegation or claim within seven days of becoming aware of the same;
9.6.2 the indemnified party shall make no verbal or written admission relating to the claim without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed; and
9.6.3 the indemnifying party (or any person nominated by it) shall at its own expense be entitled to conduct and/or settle all negotiations and litigation so arising and the indemnified party shall at the other party’s expense give to the other party (or any person nominated by it) such reasonable assistance in connection therewith as the indemnifying party from time to time may reasonably request.
9.7 In the event of any claim or allegation in respect of breach of any Intellectual Property Rights being made in respect of the delivery of the Services or the use of the Web Platform, we may:
9.7.1 obtain the right for you to continue using the Services and/or Web Platform in the manner permitted under these Conditions; or
9.7.2 modify the Services and/or Web Platform so as to avoid the alleged infringement provided that such modification shall not materially detract from the overall performance of the Service.; or
9.7.3 terminate the Contract with immediate effect and refund to you the last Service Fee payment that you made.
10.1 Either party may terminate the Contract at any time by giving one month’s notice in writing to the other. After this notice period your access to full functionality of the Web Platform will end immediately notwithstanding any remaining month(s) for which you’ve already paid.
10.2 If you give notice to terminate the Contract under clause 10.1 then please note that no refunds will be issued for any advanced payments made. In these circumstances your access to the Web Platform shall continue until the end of month or year that you have already paid for.
10.3 We may terminate the Contract if you are in material persistent breach of your obligations under these Conditions and either that breach or those breaches are not capable of remedy or, if they are capable of remedy, you have failed to remedy that breach within 21 days of our notifying you of the same.
10.4 We may terminate the Contract if you are unable to pay your debts (within the meaning of section 123 of the Insolvency Act 1986 or you become insolvent or an order is made or a resolution passed for your administration, winding-up or dissolution (otherwise that for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of your assets or you enter into or propose any composition or arrangement with your creditors generally of anything analogous to any of the above occurs in any applicable jurisdiction within which you operate.
10.5 We may terminate the Contract if it becomes apparent that you or your Users have used the Web Platform to post any content that breaches clauses 3.1.3 or 9.2 of these Conditions.
10.6 We will delete your account and remove your access to the Web Platform 30 days following termination, however it comes about. You will remain liable for any and all sums accrued and which are due prior to, on or after the effective date of termination. If you have cancelled your credit card mandate when we attempt to make collection, we will forward you an invoice for the outstanding sum, payable within 14 days.
11.1 We will not be liable to you for our failure to deliver the Services for any reason that is beyond our reasonable control.
11.2 We are satisfied that our delivery of the Services will comply with English law. You will ensure that when making use of the Services, you (and your Users) will comply with all applicable laws and regulations whether under English law or the law of your own jurisdiction, wherever that happens to be. We will not be liable should you (or your Users) fail, whether directly or indirectly, deliberately or accidentally, to comply with those laws and regulations and you will indemnify us for any loss or expense we incur as a result of dealing with any investigations, claims or other regulatory or civil action that occurs as a result of that failure.
11.3 You (our client) and us (Six Circles) are independent businesses and we are not operating in partnership or in any kind of principal/agent or employer/employee relationship, nor in any other relationship of trust to each other.
11.4 In order to have the effect intended for them, some of the provisions of these Conditions will survive the termination of the Contract, howsoever that comes about.
11.5 The unenforceability of any part of these Conditions will not affect the enforceability of any other part.
11.6 Just because we do not insist on your compliance with any one or more of your obligations under these Conditions does not mean that we waive our right to insist on that compliance at some later date.
11.7 There may be occasions when the law requires information that we give you or communications you wish to send us have to be in writing. Where that is the case, you agree that such communications and information may be transmitted electronically. Nevertheless, if you wish to write to us in hard copy, you may address your letter to the registered office address given at the top of these Conditions. For the purpose of these Conditions, you may deem that we have received that letter seven days after the date you have posted it (to give us the chance to collect it).
11.8 You recognise that your breach (or threatened breach) of these Conditions may cause irreparable harm to us and that in such a situation, we are entitled to seek an injunction or other equitable relief to prevent that breach or further occurrences of that breach in future.
11.9 With regard to any indemnity given by you to us or us to you under these Conditions, the party with the benefit of that indemnity will take all reasonable steps to reduce or mitigate the loss covered by that indemnity.
11.10 No person who is not a party to our Contract with you shall have any rights under the Contracts (Rights of Third parties) Act 1999 to rely upon or enforce any of the provisions of these Conditions. However, this does not affect any right or remedy of the third party which exists or is available apart from that Act.
11.12 These Conditions and the Contract are governed by the law of England and Wales and are subject to the exclusive jurisdiction of the English Courts.
- Service Fee based on number of users:
- 0-1000 users: £195pm or £1950 pa +vat
- 1000-5000 users: £395pm or £3950pa +vat
- 5000-20000 users: £595pm or £3950 +vat
- IOS and Android Apps require a 12 month contract
- Potential Additional Fees:
£500 + VAT per day for additional support or additional customisation
- Service Payment Terms: Monthly or Annually
The Platform Specification
The following functionality is a summary of the key features:
- Integrated ticketing system
- Payment system via Stripe
- View and manage attendees list
- A ‘Let’s meet’ networking function
- Customise events with text and images
- Gain community perspective
- Market research opportunities for members
- Comprehensive analytics
- Control and tailor questions with multiple answers
- Additional revenue from third party sponsors
- Tailor each advert with text and images
- Full control of rotation of adverts
- Additional revenue opportunity
- Click through and impression stats
- Integrated payment system
- Publication of stories with accompanying imagery
- Internal & community generated content
- Full control over publishing
- Tailored news bulletins
- Mail chimp integrated
- Fully customisable user profiles
- View and connect with profiles
- Direct messaging feature
- Import/export user profiles
- Member data collection
Mobile App Functionality (additional cost)
- Apple and Android compatible
- Geo location services
- Push notifications
- Check in feature
- Fully branded and integrated with main site
- Bespoke, open or closed threads
- Nesting of replies
- User tagging
- Keyword search
- ‘Like’ functionality
- Secure log in (Integrated with Twitter, Facebook, LinkedIn)
- Customise brand, colours and imagery
- Complete administration privileges
- Control and review content
- Review website analytics
Member Offers Functionality
- User generated promotions
- Promote a service, job or event
- User ‘Claim’ functionality
- Lead generation
- Integrated payment system
Six Circles provides an online platform to engage with your clients and aims to offer seamless functionality for your business. Through Desktop and Mobile interaction, (IOS and android apps available at additional cost) Six Circles can be completely customised to your business and can be integrated to your existing website and branded comprehensively. The site is fully compatible with Google and integrated with the essential social media platforms Twitter, Facebook and LinkedIn for additional content exposure.
Set up (what’s included)
As part of the set up process Six Circles will assist in creating a bespoke version of the platform including colours, imagery and branding. We will provide two hours of online training with up to two site administrators and train them in all the key functionality of the site listed in Schedule 2. Additional Training is available and subject to additional costs as listed in Schedule 1.
Set up (what’s not included)
Clients will be required to provide their own content. Six Circles can provide additional support on request (see costs as outlined in schedule 1).
Six Circles will provide a dedicated support team accessible via email@example.com and will aim to respond to all support enquiries within 24 hours (see section 7 Terms and Conditions for further information). Six Circles will provide dedicated support to the site administrators. It is the clients responsibility to provide support to their own users.
Six Circles is committed to further updates and developments to the site. We will always aim to give clients prior notice before any updates take place and will provide additional support where new functionality is introduced. Whilst we will always listen to feedback from clients we cannot guarantee that we can meet all specific requests for further customisation or additional functionality requested. Where clients have specific additional requests for customisation or functionality Six Circles reserves the right to charge additional fees as listed in Schedule 1.