Digital Communities Limited 

General Terms and Conditions 

Welcome to Digital Communities Limited. Our Groop software is an online community management platform for individual or networks of clubs and groups. Our General Terms and Conditions are intended to explain Our obligations as a service provider and Your obligations as a customer. Please read them carefully. 

These Terms and Conditions are binding on any use of the Service and apply to You from the time that Digital Communities Limited provides You with access to the Service. 

The Groop Software will evolve over time based on user feedback. These Terms and Conditions are not intended to answer every question or address every issue raised by the use of the Groop Software. Digital Communities Limited reserves the right to change these terms at any time, effective upon the posting of modified terms and will make every effort to communicate these changes to You via email or notification via the Website. It is likely the terms of use will change over time. It is Your obligation to ensure that You have read, understood and agree to the most recent terms available on the Website. 

By registering to use the Service you acknowledge that You have read and understood these Terms and Conditions and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service. 

These Terms and Conditions updated on 27^th June 2023 and effective immediately.  

1. Definitions 

“Agreement” 

means these Terms of Use. 

“Access Fee” 

means the monthly fee or yearly fee (including Vat) payable by You in accordance with the Fee Schedule. 

“Confidential Information” 

includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party. 

“Data” 

means any data inputted by You or with Your authority into the Website. 

“Fee Schedule” 

means the information relating to subscriptions and billing set out on the Groop subscriptions and billing pages on the Website, or any other page(s) on the Website notified by Groop, which may be updated or amended by Groop from time to time. Or, in the case of umbrella organisations. information relating to subscriptions and billing as agreed separately in writing. 

or 

means the information relating to the subscriptions and billing set out in your service agreement. 

“Intellectual Property Right” 

means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered. 

“Service” 

means the online accounting and personal finance management services made available (as may be changed or updated from time to time by Digital Communities Limited) via the Website. 

“Website” 

means the Internet site at the domain www.Groop.com or any other site operated by Digital Communities Limited. 

“Groop” 

means Groop Software  

“Invited User” 

means any person or entity, other than the Subscriber, that uses the Service with the authorisation of the Subscriber from time to time. 

“Subscriber” 

means the person who registers to use the Service, and, where the context permits, includes any entity on whose behalf that person registers to use the Service. 

“You” 

means the Subscriber, and where the context permits, an Invited User. “Your” has a corresponding meaning. 

2. Use of Groop Software 

Digital Communities Limited grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws: 

1. the Subscriber determines who is an Invited User and what level of user role access to the relevant organisation and Service that Invited User has; 

2. the Subscriber is responsible for all Invited Users’ use of the Service; 

3. the Subscriber controls each Invited User’s level of access to the relevant organisation and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be; 

4. if there is any dispute between a Subscriber and an Invited User regarding access to any organisation or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any. 

3. Your Obligations 

1. Payment obligations: An invoice for the Access Fee will be issued each month or yearly in accordance with the details set out in the Fee Schedule. Digital Communities Limited will continue invoicing You in accordance with the Fee Schedule until this Agreement is terminated in accordance with clause 8. 

All Digital Communities Limited invoices will be sent to You, or to a Billing Contact whose details are provided by You, by email. Payment of all amounts specified in an invoice must be paid in accordance with the Fee Schedule. You are responsible for payment of all taxes and duties in addition to the Access Fee where it is not explicitly included. 

2. Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Access Fees as a result of the number of clubs that You have added to the Service or that have been added with Your authority or as a result of Your use of the Service (‘Organisations’). Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your clubs. Without prejudice to any other rights that Digital Communities Limited may have under these Terms and Conditions or at law, Digital Communities Limited reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your clubs in the event that any invoices for those Access Fees are not paid in full in accordance with the requirements set out in the Fee Schedule. 

3. General obligations: You must only use the Service and Website for Your own lawful internal business/consumer purposes, in accordance with these Terms and any notice sent by Digital Communities Limited or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorised to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You. 

4. Access conditions: 

1. You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify Digital Communities Limited of any unauthorised use of Your passwords or any other breach of security and Digital Communities Limited will reset Your password and You must take all other actions that  Digital Communities Limited reasonably deems necessary to maintain or enhance the security of Digital Communities Limited’s computing systems and networks and Your access to the Services. 

2. As a condition of these Terms, when accessing and using the Services, You must: 

1. not attempt to undermine the security or integrity of Digital Communities Limited’s computing systems or networks or, where the Services are hosted by a third party, that third party’s computing systems and networks; 

2. not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website; 

3. not attempt to gain unauthorised access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted; 

4. not transmit, or input into the Website, any: files that may damage any other person’s computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and 

5. not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation. 

5. Usage Limitations: Use of the Service may be subject to limitations. Any such limitations will be advised. 

6. Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Website (such as notifications area, communications area), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person’s computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). 

When You make any communication on the Website, You represent that You are permitted to make such communication.  Digital Communities Limited is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However,  Digital Communities Limited does reserve the right to remove any communication at any time in its sole discretion. 

7. Indemnity: You indemnify  Digital Communities Limited against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to Groop Software, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You. 

4. Confidentiality, Privacy and Data Protection 

1. Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law: 

1. Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms. 

2. Each party’s obligations under this clause will survive termination of these Terms. 

3.  The provisions of clauses 4.1.1 and 4.1.2 shall not apply to any information which: 

1. is or becomes public knowledge other than by a breach of this clause;  

2. is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; 

3. is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or 

4. is independently developed without access to the Confidential Information. 

2. Privacy:   Digital Communities Limited maintains a privacy policy that sets out the parties’ obligations in respect of personal information. You can find this policy on our website and You will have been deemed to have accepted that policy when You accept these Terms. 

3. Data Protection: 

All data is subject to the Data Protection Act 1998 and GDPR 2019 in the United Kingdom and any other applicable data protection legislation and regulations as implemented in all applicable territories covered by the Agreement. 

5. Intellectual Property 

1. General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of Digital Communities Limited (or its licensors). 

2. Ownership of Data: Title to, and all Intellectual Property Rights in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the Groop Software Access Fee when due. You grant Groop a licence to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You. 

3. Backup of Data: You must maintain copies of all Data inputted into the Service.  Digital Communities Limited adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. Digital Communities Limited expressly excludes liability for any loss of Data no matter how caused. 

6. Warranties and Acknowledgements 

1. Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms. 

2. Acknowledgement: You acknowledge that: 

1. You are authorised to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorised to use the Service. You are also authorised to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else). 

2.  Digital Communities Limited has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that: 

1. You are responsible for ensuring that You have the right to do so; 

2. You are responsible for authorizing any person who is given access to information or Data, and you agree that Digital Communities Limited has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and 

3. You will indemnify Digital Communities Limited against any claims or loss relating to: 

1.  Digital Communities Limited’s refusal to provide any person access to Your information or Data in accordance with these Terms, 

2. Digital Communities Limited making available information or Data to any person with Your authorisation. 

3. The provision of, access to, and use of, the Services is on an “as is ” basis and at Your own risk. 

4. Digital Communities Limited does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services.   Digital Communities Limited is not in any way responsible for any such interference or prevention of Your access or use of the Services. 

5. It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used. 

6. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records). 

3. No warranties:  Digital Communities Limited gives no warranty about the Services. Without limiting the foregoing, Digital Communities Limited does not warrant that the Services will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement. 

4. Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms. 

7. Limitation of Liability 

1. To the maximum extent permitted by law, Digital Communities Limited excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website. 

2. If You suffer loss or damage as a result of Digital Communities Limited’s negligence or failure to comply with these Terms, any claim by You against Digital Communities Limited arising from Digital Communities Limited’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months. 

3. If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Clause 8. 

8. Termination 

1. Trial policy: When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, with no obligation to continue to use the service. If you choose to continue using the Services thereafter, you will be billed when You add your payment details in to the Services, as set out in more detail in the Fee Schedule. If you choose not to continue using the Services, you will no longer have access to the Services once Your Trial Period has expired.  

2. Monthly Subscriber purchasing one Groop Software Licence: Purchasers of one groop licence paying a monthly fee as set out in the Fee Schedule. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month’s’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms. 

3. Monthly Subscriber purchasing one or more (multiple) Groop Software Licences: Purchasers of one or more groop licences paying a monthly fee as set out in the Fee Schedule. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least three month’s advance written notice. If You elect to terminate these Terms by providing three month’s’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms. 

4. Yearly Subscriber purchasing one or more (multiple) Groop Software Licences: Purchasers of one or more groop licences paying a Yearly fee as set out in the Fee Schedule. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least three month’s advance written notice before the end of the initial period. If You elect to terminate these Terms by providing three month’s’ advance written notice before the end of the initial period, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms. 

5. No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable under clause 3.1. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee in accordance with the Fee Schedule, unless either party terminates these Terms by giving at least one month’s advance written notice. If You elect to terminate these Terms by providing one month’s’ advance written notice, You shall be liable to pay all relevant Access Fees up to and including the day of termination of these Terms. 

6. Breach: 

If You: 

1. breach any of these Terms and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied; 

2. breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment of Access Fees that are not paid in full in accordance with the requirements set out in the Fee Schedule); or 

3. You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction, 

Groop may take any or all of the following actions, at its sole discretion: 

4. Terminate this Agreement and Your use of the Services and the Website; 

5. Suspend for any definite or indefinite period of time, Your use of the Services and the Website; 

6. Suspend or terminate access to all or any Data. 

7. Take either of the actions in sub-clauses 8.3.4, 8.3.5 and 8.3.6 of this clause in respect of any or all other persons whom You have authorised to have access to Your information or Data. 

For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your clubs (as defined at clause 3) is not made in accordance with the requirements set out in the Fee Schedule Digital Communities Limited may suspend or terminate Your use of the Service, the authority for all or any of Your clubs to use the Service, or Your rights of access to all or any Data. 

7. Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will: 

1. remain liable for any accrued charges and amounts which become due for payment before or after termination; and 

2. immediately cease to use the Services and the Website. 

8. Expiry or termination: Clauses 3.1, 3.7, 4, 5, 6, 7, 8, 10 and 11 survive the expiry or termination of these Terms. 

9. Help Desk 

1. Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting Digital Communities Limited. If You still need technical help, please check the support provided online on the Website or failing that email us at support@groop.com. 

2. Service availability: Whilst Digital Communities Limited intends that the Services should be available 24 hours a day, seven days a week, it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. 

If for any reason Digital Communities Limited has to interrupt the Services for longer periods than Digital Communities Limited would normally expect, we will use reasonable endeavours to publish in advance details of such activity on the Website. 

System or email support are monitored 9:00 a.m. to 5:00 p.m. GMT Monday–Friday  (Office Hours). System queries or emails received outside of Office Hours will be collected and a full response will be guaranteed to all email enquiries within 7 working days  

10. General 

1. Entire agreement: These Terms, together with the Digital Communities Limited Terms of Use, Privacy Policy and the terms of any other notices or instructions given to You under these Terms , supersede and extinguish all prior agreements, representations (whether oral or written), and understandings and constitute the entire agreement between You and Digital Communities Limited relating to the Services and the other matters dealt with in these Terms. 

2. Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing. 

3. Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money. 

4. No Assignment: You may not assign or transfer any rights to any other person without Digital Communities Limited ‘s prior written consent. 

5. Governing law and jurisdiction: This Agreement is governed by the laws of England and Wales and You hereby submit to the exclusive jurisdiction of the courts of England and Wales for all disputes arising out of or in connection with this Agreement. 

6. Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties. 

7. Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Digital Communities Limited must be sent to support@groop.com or to any other email address notified by email to You by Digital Communities Limited. Notices to You will be sent to the email address which You provided when setting up Your access to the Service. 

8. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms. 

11. Dispute Resolution 

1. All and any disputes or differences arising out of or in connection with the Agreement, including any dispute or difference in respect of the breach, termination or invalidity of the Agreement (“Dispute”) shall be resolved and finally settled in a manner provided for in this clause 11. 

2. The Parties will seek in good faith to resolve any Dispute by negotiation without recourse to proceedings. In the event of a Dispute either Party may serve written notice (“Dispute Notice”) on the other proposing that the Parties resolve the Dispute by negotiation. Within ten (10) days after service of the Dispute Notice, one or more representatives of each Party at senior director level shall meet in good faith to attempt to resolve the Dispute by agreement. 

3. If the Dispute is not resolved within twenty-one (21) days of the Dispute Notice, either Party may upon written notice to the other refer the Dispute to mediation in accordance with clause 11.4. 

4. If any Dispute arises and is not resolved under the procedure set out in clauses 11.2 and 11.3, the Parties will attempt to settle it by mediation under the auspices of the ADR Group. To initiate the mediation a party shall give written notice (“Mediation Notice”) to the other Party requesting mediation. The mediator shall be agreed upon within sixty (60) days of the date of the Mediation Notice, failing which the mediator shall be appointed by the President of the Law Society of England and Wales. 

5. If the Parties cannot agree on any issue as to the conduct of the mediation (other than as to the appointment of the mediator), then at the request of either Party the ADR Group will decide the issue. 

6. If the Dispute is not resolved within seven (7) days of starting the mediation or within such further period as the Parties may agree in writing, either party may then give written notice to the other to refer the Dispute to the English Courts for final determination in accordance with clause 22 below. 

7. Nothing in this clause shall prevent any party seeking injunctive or interim relief. 

These Terms and Conditions have been updated on 27^th June 2023