Terms and Conditions

Just3Things is a business software solution developed by Imagine Just 3 Things Ltd (we or us) that helps companies create focus, transparency and alignment around their strategic objectives, through easy and intuitive goal setting and progress tracking (such service referred to herein as the Service).

These Customer Terms of Service (Customer Terms) describe your rights and responsibilities when using Just3Things. Please read them carefully. If you do not accept these Customer Terms you will not be able to use Just3Things.

If you are entering into an agreement with us in relation to gaining access to Just3Things, then you are the Customer. The Customer is the entity specified in our communications to you and does not include other organisations, companies or other legal or natural persons not specifically set out in those communications.

The agreement between you and us is comprised of these Customer Terms of Service, the User Terms of Service and the Privacy Policy, which may be amended from time to time (together, the Agreement). The Agreement is effective from the date the subscription starts. You may not assign your rights under the Agreement without our express permission.

If we make any changes to these Customer Terms, we’ll post changes on this page.  If they’re major changes, then we’ll also send you an email letting you know. Your continued use of just3things constitutes your agreement to be bound by such changes to these Customer Terms.

1. Term

The Agreement shall continue for 12 months from the Effective Date (Initial Term). Upon expiration of the Initial Term the Agreement shall automatically renew for consecutive periods of 12 months (each 12-month period being a Renewal Term) unless cancelled by either party giving to the other party not less than ninety (30) days written notice before the next renewal date. 

2. Services 

2.1 Scope 

Subject to the Customer paying the Service Fee and complying with its obligations under the Agreement, we will provide the Customer with access to the Service.

2.2 Availability and Security

We will use reasonable endeavours to make the Service available to the Customer, however, the Service may be limited or restricted when we deem necessary for technical, maintenance, operational or security reasons. 

In order to use the Service, Customer’s employees, consultants, agents and contractors who are registered to use the Service (Users) and Customers themselves, require an internet connection and device capable of connecting to the internet. We do not provide hardware or internet packages as part of the Service. Each User must also agree to the User Terms of Service and Privacy Policy

The Customer is aware and acknowledges that its access to the internet cannot be guaranteed and that we are not liable for deficiencies in the Customer’s or its User’s internet connection and/or equipment.

2.3 Maintenance and Support

Subject to the Customer’s payment of the Service Fee, we will provide Maintenance and Support (both defined below) for the Service in accordance with the Agreement.

2.3 (i) Support

Support means our obligation to respond to support requests of the Customer by documenting and troubleshooting issues and providing technical and non-technical assistance. Just3Things will provide Support to the Customer by the channels and during the hours specified in the Order Form. 

Maintenance means the work we carry out (in our sole discretion) on error resolution, bug fixes and the provision of updates and upgrades for Just3Things, which may include corrective action, a workaround and/or recommended resolution.

The Services may be temporarily unavailable for scheduled or unscheduled Maintenance, either by us or third-parties. We will use reasonable efforts to provide advance notice of any scheduled Service disruption, but this may not always be possible due to matters beyond our reasonable control.

2.3 (ii) Requesting Support and Maintenance

When you request Support from us, we will assess your request and assign it a priority level. If your request is deemed by us to impact your use of the Service in a materially negative way, the incident will be assigned a unique support ID number which you should quote in all future dealings relating to that request. 

Resolving a Support issue may require multiple communications and offline research.

The Customer must document and promptly report all errors or malfunctions of the Service to Just3Things. The Customer is responsible for providing the necessary information to understand and resolve each Support request. This information may include log files, configuration files and error messages.

We will use reasonable endeavours to respond to all Support requests.  If we determine that a Support request relates to a material defect with the Service or issue which is materially affecting the Customer or Users’ use of the Service, we will use reasonable endeavours to provide appropriate Maintenance to rectify such defect in a reasonable time period.

We will use reasonable efforts to resolve material defects which are Maintenance issues, but do not guarantee that every request logged by the Customer will be resolved. The Customer acknowledges that it will need to cooperate with us and follow our instructions in relation to Support and Maintenance.

We will not be liable for any defaults in the Service which result from the Customer's failure to cooperate with us and follow our instructions in relation to Support and Maintenance.

We are entitled to close any open incident without liability if the Customer does not: 

  1. provide appropriate engagement with our personnel; 
  2. respond to us within 30 days of receiving Support or Maintenance; or
  3. respond to a request for additional information.

Maintenance does not include causes and/or errors that are not attributable to us or Just3Things or cannot be reproduced by us. Causes and/or errors that are not attributable to us include, but are not limited to: negligent use; hardware malfunction; Force Majeure Event (defined at Clause 13 below) or causes other than through ordinary, authorised use; modification or addition, or attempted modification or addition, to the Service undertaken by the Customer or a third party engaged by the Customer; and any software not licensed through Just3Things.

3. Confidentiality and Customer Data

Each of the parties to the Agreement understand that they have or may have to disclose business, technical or financial information relating to their business (Confidential Information) to the other. Our Confidential Information includes non-public information regarding current or future features, functionality and performance of the Service. The Customer’s Confidential Information includes non-public data provided by the Customer to us to enable the provision of the Services (Customer Data).

Each party will take reasonable precautions to protect each other’s Confidential Information, and not to use or divulge it to any third person. Each party shall keep the other party’s Confidential Information confidential unless: 

  1. the Confidential Information was already known, or became lawfully known to either of the parties independently; 
  2. the Confidential Information is in, or comes into, the public domain other than due to wrongful use or disclosure by either party; 
  3. disclosure or use of the Confidential Information is required by law; or 
  4. disclosure or use of the Confidential Information is to or by, a party’s legal advisor or a party’s accountant. 

The Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data. We will have no liability for any Customer Data.

We have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (including, without limitation, information concerning the Customer Data and data derived therefrom), and we will be free to:

  1. use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Services and other products and services we offer; and 
  2. disclose such data solely in aggregate or other de-identified form in connection with its business.

Information we collect  is stored with Aiven Ltd cloud services, in the EU. By using the Service, Customer consents to any such transfer, processing and storage of information.

4. Data Protection

In relation to any Customer Data which contains personal data (as defined in the General Data Protection Regulations (EU Regulation 2016/679)), we will comply with our obligations under relevant data protection laws, including the Data Protection Act 1998 and General Data Protection Regulations 2016. Our obligations to Users personal data is set out in more detail in our Privacy Policy.

5. Customer Obligations 

5.1 User Accounts

Unless otherwise agreed by Just3Things in writing, the Customer shall create and administer User accounts and otherwise use the Service in a manner that complies with the technical and implementation requirements we provide from time to time. We will have no obligation to process requests to create or administer User accounts that are not sent in compliance with the requirements of the Agreement. 

The Customer agrees to protect the privacy of Users through a policy which shall comply with all applicable laws and regulations and which shall be communicated to Users. Such policy must protect Users privacy to at least the level of the Just3Things Privacy Policy. 

The Customer shall comply with all applicable laws, rules and regulations in connection with its use of or access to the Service. 

5.2 User Content

The Customer shall be solely responsible for the visual, written or audible communications, files, documents, videos, recordings, and any other material (Content) displayed, posted, uploaded, stored, exchanged or transmitted on or through the Service by any of its User.

We have no control over what the Customer or its Users post or submit on Just3Things and cannot guarantee the accuracy of any information submitted by any User.

5.3 Suspension and Termination of Accounts 

We reserve the right to: 

  1. suspend access to the Service upon reasonable notice (which may be by email) in response to the Customer’s breach of any terms of the Agreement;
  2. suspend the Service (or any component(s) of the Service as applicable) if, after using commercially reasonable efforts to discuss any such breach with the Customer, the issue is not resolved; and
  3. terminate the Service if the Customer has not cured any such breach within 30 days of the commencement of such suspension in accordance with this Clause. 

The Customer acknowledges and agrees that under no circumstances will we be liable in any way if the Service is terminated under Clause 5.3. The Customer agrees to cooperate with us where the provisions of this Clause apply, including, without limitation, suspending or terminating any User's account or administrator's access to the Service if requested by us.

5.4 Permissible Use 

The Customer shall use the Service only for purposes that are lawful, proper and in accordance with the Agreement and any applicable policies or guidelines.

6. Restrictions 

Except as expressly permitted by us, the Customer shall not alter, delete or modify, in whole or in part, anything which is part of the Service. 

The Customer agrees that it will not engage in any activity that interferes with or disrupts the Service or servers or networks connected to the Service.

Except as expressly permitted in the Agreement or as otherwise agreed by us in writing, the Customer shall not transmit, display or otherwise make available (or allow Users or any other third party to transmit or make available) any content or documentation provided by us to the Customer in connection with the Service. 

The Customer will not allow third parties to use or access the Service in a manner not in compliance with the terms of the Agreement. The Customer shall monitor and disable any such access or use by unauthorised parties (including, but not limited to, spammers or any third party sites). 

Except as permitted by law, the Customer shall not allow any third party to: 

  1. transfer, sell, lease, syndicate, sub-syndicate, lend or use for co-branding, timesharing, service bureau or other unauthorised purposes any Service or access thereto; 
  2. modify, copy, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Service or any other Just3Things technology, content, data, routines, algorithms, methods, ideas, design, user interface techniques, software, materials and documentation;
  3. remove, deface, obscure or alter Just3Things copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Service, or any other Just3Things technology, software, materials and documentation; "crawl", "spider", index or in any non-transitory manner store or cache information obtained from the Service; 
  4. create or attempt to create a substitute or similar service or product through use of or access to any of the Service or proprietary information related thereto; or use the Service for High-Risk Activities as defined below. 

Any and all third party binary or source code included in each portion of the Service may be used only in conjunction with such portion of the Service, and such use shall be subject to all the terms and conditions of the Agreement. 

7. Ownership and Restricted Use 

Except for Content generated by the Customer, a User or a third party, Just3Things owns all rights, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and relating to the Service, including (without limitation), all software, source code, data, materials, and components of the Service, and any derivative works or enhancements to the Service or any of the foregoing (the Just3Things IPR). 

Intellectual Property Rights include, all intellectual property rights of any nature anywhere in the world whether registered, registrable or otherwise, including patents, utility models, trademarks, registered designs and domain names, applications for any of the foregoing, trade or business names, goodwill, copyright and rights in the nature of copyright, design rights, rights in databases, moral rights, know-how and any other intellectual property rights which subsist in computer software, computer programs, websites, documents, information, techniques, business methods, drawings, logos, instruction manuals, lists and procedures and particulars of customers, marketing methods and procedures.

The Customer shall not acquire any right, title or interest in the Service, except for the limited use rights expressly set forth in the Agreement. Any rights not expressly granted are deemed withheld. 

The Service may contain third party content which we do not own, such as visual, written or audible communications, files, documents, videos, recordings, and other material. Title, ownership rights and Intellectual Property Rights in and to the content accessed through the Service are the property of the applicable content owner and may be protected by applicable copyright or other law. Use, reproduction, copying, adapting, modification, distribution or storage of any such third party content for other purpose other than as part of using the Service is expressly prohibited without prior written permission from us. You shall not sell, licence, rent, or otherwise use or exploit any such third party content for commercial use or in any way that violates any third party right.

7.1 Brand Features 

In this section Brand Features means, in relation to a party, any trade names, trade marks, service marks, logos, domain names and other distinctive brand features owned or licensed by that party.

Except as expressly allowed by us, the Customer shall not remove from or alter on the Service any Brand Features of Just3Things, nor any copyright or other proprietary notices, legends, symbols, or labels appearing on or in the Service. 

The Customer agrees that it shall not place anything on any of the Service’s pages that in any way implies that information or services other than the Service are provided by us, unless otherwise expressly provided herein. 

Each party shall own all right, title and interest, including without limitation all Intellectual Property Rights, relating to its Brand Features. Except to the limited extent expressly provided in the Agreement, neither party grants, nor shall the other party acquire, any right, title or interest (including, without limitation, any implied licence) in or to any Brand Features of the other or of just3things; and all rights not expressly granted herein are deemed withheld. All use by us of Brand Features of the Customer (including any goodwill associated therewith) shall benefit the Customer and all use by Customer of Brand Features belonging to us  (including any goodwill associated therewith) shall be to our benefit. 

7.2 Publicity 

We will not include the Customer’s name in any customer listing or case reference without the prior written consent of the Customer.

7.3 Representations and Warranties 

Each party represents and warrants that it: 

  1. it has full power and authority to enter into the Agreement, and doing so will not conflict with or constitute a breach or default of any third party agreement or arrangement, or an infringement of any third party’s rights;
  2. it has and will maintain all rights, authorisations and licences that are required to provide or use the Service (as applicable); and
  3. it will comply with all applicable laws and regulations in relation to the provision or use of the Service (as applicable).
7.4 Warranty Disclaimer 

The Service is provided on an “as is” and “as available” basis. We do not warrant that the functions contained in the Service will be uninterrupted or error-free. 

We make no representations or warranties, express or implied, statutory or otherwise regarding the Service, their fitness for any particular purpose, their merchantability, their quality, their non-infringement, or otherwise.

We assume no responsibility for use of the Service by the Customer or its Users. 

We make no representations about any content or information made accessible by the Service. 

8. Limitation of Liability 

Neither party shall in any circumstance be liable for any loss of profits (actual or anticipated), loss of revenue, loss of anticipated savings, loss of goodwill, loss or corruption of or damage to data or for any indirect, incidental or consequential loss or damage.

Nothing in the Agreement shall exclude or limit either party's liability for: 

  1. death or personal injury resulting from negligence; 
  2. any claim based on fraud or other criminal act;
  3. any liability which cannot be excluded or limited under applicable law; or
  4. any claim for breach of confidentiality or infringement of Intellectual Property Rights. 

9. Termination 

Either party may immediately terminate the Agreement upon written notice if the other party:

  1. breaches a payment obligation and such breach is not cured within 10 days of the payment obligation falling due;
  2. commits a material breach of any other term of the Agreement and (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so; 
  3. becomes insolvent, passes a resolution for winding-up (other than a members' voluntary winding up for the purposes of a reconstruction of its affairs) or a court of competent jurisdiction makes an order to that effect or the other party ceases or threatens to cease to carry on business or any similar event occurs.

We may suspend and/or terminate any agreement with you should we have a right to terminate under this Agreement. 

We may terminate the Agreement immediately upon written notice if: 

  1. the Customer breaches the provisions of Clause 2 (Confidential Information) or Clause 6 (Ownership; Restricted Use); 
  2. we reasonably determine that it is commercially impractical to continue providing the Service in light of applicable laws;
  3. the Customer is in material breach of the Agreement more than two times notwithstanding any cure of such breaches; or 
  4. the Customer challenges or assists others to challenge any application or registration for any of the Just3Things Brand Features.  

Clauses regarding Confidentiality, Ownership and Restricted Use, Representations and Warranties, Warranty Disclaimer, Indemnification,Limitation of Liability and Termination shall survive the expiry or termination of the Agreement together with such other provisions which are stated or are by implication intended to survive termination. 

Upon the expiry or termination of the Agreement for any reason: 

  1. all rights and licences granted by us under the Agreement shall cease immediately; 
  2. each party shall promptly return to the other party, or destroy and certify the destruction of, all Confidential Information of the other party provided under the Agreement; and
  3. the Customer’s rights to use any of Just3Things’s Brand Features, as permitted under the Agreement, shall cease immediately; 

10. Assignment

The Customer may not assign or otherwise transfer its rights or delegate its obligations under the Agreement, without our prior written consent.

The Agreement shall be binding on and benefit of each of the parties and their respective lawful successors and assigns. 

11. Notice

All notices required to be sent under the Agreement must be in writing (including email) and shall be delivered in person or shall be sent to the Customer at the address specified on the Order Form(s) and to us at Just3Things, 140-142 Kensington Church Street, London, W8 4BN

Notices shall be deemed to have been given upon the earlier of:

  1. the date actually delivered in person; or
  2. receipt of the notice by email or mail.

12. No Joint Venture

The parties hereto are and shall remain independent contractors and nothing herein shall be deemed to create any agency, partnership or joint venture relationship between the parties. Neither party shall be deemed to be an employee or legal representative of the other nor shall either party have any right or authority to create any obligation on behalf of the other party. 

13. Force Majeure

Neither party shall be liable for failing or delaying performance of its obligations (except for the payment of money) resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labour conditions, power failures and Internet disturbances (a “Force Majeure Event”). 

14. Severability

If any provision of the Agreement is or becomes unenforceable or invalid, such unenforceability or invalidity shall not affect the other provisions of the Agreement which shall remain in full force and effect. If any provision of the Agreement is or becomes invalid or unenforceable but would be valid or enforceable if some part of it were deleted or modified, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable. The parties shall act reasonably and in good faith to agree any such modification. 

Save as provided in the first paragraph of this Clause, modifications and amendments to the Agreement shall be invalid, unless made in writing and signed by duly authorised officers of each party. 

15. Entire Agreement

The Agreement constitutes the entire agreement relating to the Service. The terms and conditions of the Agreement and any specifically referenced Uniform Resource Locator (as such URL may be modified from time to time, as provided herein) shall take precedence over any previous agreement, representation or arrangement between the parties relating to its subject matter. 

16. Indemnities

You will indemnify, and keep us and our group companies indemnified, for all losses, damage, costs, fines or expenses (including legal expenses) incurred or suffered by them relating to any failure by you or one of your Users to comply with their obligations in the Agreement and/or any act or omission by you or one of your Users in relation to us or our Intellectual Property Rights.

17. Governing law

The Agreement will be governed by English law and the parties agree that the courts of England will have exclusive jurisdiction to settle any dispute which may arise under or in connection with this Agreement.

Last updated: February 2021