Terms of Service

1. Introduction

These Terms of Service ("Terms") govern the provision of Ringby's calling software and managed communication services (the "Service"). By subscribing to the Service, you agree to these Terms. If you are agreeing on behalf of a business, you represent that you have the authority to bind that business. If you are buying as a consumer rather than for business purposes, nothing in these Terms affects your statutory rights, including the 14-day cooling-off period for distance purchases.

2. Definitions

• "Customer". The business or individual subscribing to the Service.
• "End User". Individuals who interact with the Service via phone or chat.
• "Content". Any data, text, audio, or information processed through the Service.
• "Subscription Period". The monthly billing cycle starting from the date of payment.

3. Service Description

Ringby provides a calling workspace (campaigns, dialler, call recordings and transcripts, dispositions and follow-up automation) and managed outbound services including campaign operation, appointment setting and follow-up messaging. Plans are offered on a subscription basis, monthly rolling, cancel anytime. Call transcripts and AI summaries are generated automatically and may contain errors. Verify anything material against the recording before relying on it.

4. Calling Compliance and Acceptable Use

• Your responsibility: you must have a lawful basis for every call and message you send through Ringby, honour opt-outs immediately, maintain your own do-not-call suppression where required (for example TPS screening in the UK and the National Do Not Call Registry in the US), and comply with the telemarketing and recording laws of every jurisdiction you call into.
• Recordings: outbound calls are recorded by default with a spoken notice to the callee. You may only disable the notice where every recipient is in a one-party-consent jurisdiction and your own privacy notice covers recording.
• Prohibited: autodialled or prerecorded marketing calls without required consent, calls to numbers on applicable do-not-call lists, spoofed or misleading caller ID, and any use that breaches Ofcom, ICO/PECR, FCC/TCPA or equivalent rules. We may suspend accounts that breach this section.

5. Account Registration

• You must provide accurate and complete information when creating an account.
• You are responsible for maintaining the confidentiality of your login credentials.
• You must be at least 18 years old to use the Service.
• You are responsible for all activity that occurs under your account.

6. Subscription & Payment

• Pricing: Ringby software is billed per seat plus call usage (see current plans at ringby.co.uk/pricing). Managed service plans are billed per the tier agreed at signup. All prices are exclusive of applicable taxes.
• Refunds: Subscriptions are monthly rolling and can be cancelled anytime. Statutory rights, including the 14-day cooling-off period for distance purchases, are unaffected. Call usage is billed at published Ringby usage rates. Our standard cancellation policy (this section) applies from signup.
• Billing: Seat checkout and plan changes run through Stripe Checkout; you can manage seats and payment method anytime in the Stripe billing portal. Subscriptions renew monthly. Card details go directly to Stripe and are never stored on our servers. We keep plan, seat count, and subscription status only.
• Taxes: You are responsible for all applicable taxes, including VAT where required.
• Numbers: Phone numbers are rented for your use during your subscription and remain on our carrier account. Before cancelling, you may ask us to port a number out, subject to the carrier's process and any porting fees. After termination, numbers are released and may be reassigned, so request any port-out first.
• Price changes: We may change seat or usage prices by giving at least 30 days' notice by email. If you do not agree, you may cancel before the change takes effect; cancellation takes effect at the end of your current billing period as usual.
• Usage metering: Call usage is metered from our telephony records and rounded per the published rates. Our records are determinative. Dispute any usage charge within 30 days with examples and we will review and correct genuine errors.
• Fair Use: Each seat plan includes the workspace features stated on our pricing page. Call usage (minutes, numbers, SMS segments) is billed at the published Ringby usage rates. A per-member daily call-minute cap applies as an abuse guard; we will notify you if your usage approaches any plan limit. We may adjust this policy for custom agreements made in writing.

7. Cancellation

• You may cancel your subscription at any time by contacting us. Cancellation takes effect at the end of your current billing period.
• You retain access to the Service until the end of the paid period, including when you cancel mid-month.
• We reserve the right to suspend or terminate your account for non-payment or violation of these Terms.

8. Your Obligations

• You must ensure that your use of the Service complies with all applicable laws and regulations.
• You must not use the Service for any illegal, fraudulent, or abusive purpose.
• You must not attempt to reverse-engineer or copy the Service.
• You are responsible for obtaining all necessary consents from End Users whose data is processed through the Service, including (where required by law) consent to call recording, AI processing of conversations, and transfer of data to third-party service providers as described in our Privacy Policy.
• Agency and reseller use. You may use the Service to run outbound calling for your own clients, on the terms set out in section 8A. You may not resell the Service itself as a standalone product, sub-license it, or make it available to your clients under your own branding.

8A. Agency and Reseller Use

Many customers use Ringby to run outbound campaigns for their own clients. That use is permitted, and because it changes who the data belongs to and who is responsible for regulatory compliance, it carries additional obligations.

• Your clients are your clients. You are the customer of record for the Service. Ringby contracts with you alone. Your clients have no right to access the Service, and you are responsible for everything they do in it.
• You need authority from your client. Before processing any personal data for a client, or calling on their behalf, you must have a written agreement with that client that authorises you to do so. You act as their controller for that processing; we act as your processor. You must put your own data protection terms in place with them, which may be more protective than ours.
• Regulatory verification is per client. UK phone numbers require identity verification with our telephony provider, naming the organisation that will actually be reached. If you lease a number to a client, that client must be verified in their own name, on their own documents, and each number must be bought under their approved verification. Submitting verification details on another entity's behalf, or providing documents that do not match the details exactly, is a breach of these Terms.
• Verification time. Provider review of reseller and end-customer verifications takes longer than a direct-customer review. Allow for that in any commitment you make to a client.
• No pass-through reselling. You may not charge a client for access to Ringby itself, provide Ringby-branded access to a third party, or represent Ringby as your own product.
• Indemnity. You indemnify Ringby against any claim from a client, an end user, or a regulator arising from your use of the Service on their behalf, including any claim that you lacked authority to act for them.
• Suspension. We may suspend verification or number provisioning for a client where we cannot establish that you are authorised to act for them.

9. Intellectual Property & Content Licence

• The Service, including its software, AI models, branding, and interface, is the proprietary property of Ringby. You are granted a limited, non-exclusive, non-transferable licence to use the Service during your subscription period.
• You retain all rights to your Content. You grant Ringby a non-exclusive, royalty-free licence to access, store, process, transmit, and use your Content solely to provide the Service to you, including processing calls, generating transcripts, and sending notifications. We do not train models on your Content.
• This licence continues for the duration of your subscription and for a reasonable period afterward to allow us to fulfil our data deletion obligations.

10. Confidentiality

• "Confidential Information" means any business or technical information disclosed by one party to the other in connection with these Terms that is marked as confidential or that a reasonable person would understand to be confidential given the nature of the disclosure and circumstances.
• Each party agrees to hold the other's Confidential Information in confidence, not to disclose it to third parties (except to its employees and contractors who need it and are bound by confidentiality), and to use it only to perform its obligations under these Terms.
• These obligations do not apply to information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without restriction, is independently developed, or is required to be disclosed by law.
• This clause survives termination of these Terms for a period of 3 years for all Confidential Information other than trade secrets, which survive indefinitely.

11. Limitation of Liability

• Nothing in these Terms limits our liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded under English law.
• The Service is provided on an "as is" and "as available" basis. To the extent permitted by law, we exclude all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.
• We do not guarantee that the Service will be uninterrupted or error-free, or that call quality will meet any specific standard, as this depends on network conditions and third-party service availability.
• To the maximum extent permitted by law, Ringby's total liability for any claim arising from or related to the Service or these Terms is limited to the amount paid by you in the 12 months preceding the claim.
• We are not liable for any indirect, incidental, or consequential damages, including lost revenue, lost profits, or loss of data.

12. Data Protection

Each party agrees to comply with its obligations under applicable data protection law, including UK GDPR and the Data Protection Act 2018. Where Ringby processes personal data on your behalf as a data processor, the terms of our Data Processing Agreement (DPA) apply and are incorporated into these Terms by reference. Our Privacy Policy explains how we handle personal data when acting as a data controller.

13. Service Level

• We aim for 99.9% uptime, excluding scheduled maintenance and events outside our reasonable control.
• Support is provided via email during UK business hours (Monday–Friday, 9am–5pm GMT/BST). Urgent issues will be acknowledged within 4 hours.
• We do not guarantee specific call quality levels, as quality depends on network conditions and third-party service availability.

14. Termination

• You may cancel your subscription at any time by contacting us. Cancellation takes effect at the end of your current billing period.
• We may terminate the agreement by giving 30 days' written notice, or immediately if you commit a material breach that you fail to remedy within 14 days of our written notice.
• Upon termination, your access to the Service will cease at the end of the current billing period. Before termination takes effect, you may request a copy of your data. After termination, we will delete your data in accordance with our Privacy Policy and DPA.

15. Governing Law

These Terms are governed by the laws of England and Wales. Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of England and Wales.

16. Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under these Terms where such failure or delay is caused by events outside its reasonable control, including acts of God, war, terrorism, riots, strikes, fire, flood, pandemic, power failure, telecommunications infrastructure failure, or acts of government.

17. Entire Agreement

These Terms, together with the DPA and Privacy Policy, constitute the entire agreement between you and Ringby concerning the Service and supersede all prior agreements, understandings, and representations.

18. Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

19. No Third Party Rights

A person who is not a party to these Terms shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

20. Waiver

No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach.

21. Changes to These Terms

We may update these Terms from time to time. Material changes will be notified by email at least 30 days before they take effect. If you do not agree to the changes, you may cancel your subscription before the changes take effect. Continued use of the Service after the changes take effect will constitute acceptance of the updated Terms. Non-material changes (such as updated contact details) may take effect immediately.

22. Indemnity

• Your indemnity. You will defend and indemnify Ringby, its officers and staff against third-party claims, damages and reasonable legal costs arising from your calls and messages sent through the Service (including telemarketing, recording-consent and do-not-call claims), your Content, and your breach of these Terms or applicable law.
• Our indemnity. We will defend and indemnify you against third-party claims that the Service itself, used as permitted, infringes their intellectual property rights. This does not cover claims arising from your Content, your modifications, or use combined with third-party products.
• Procedure. The indemnified party will give prompt notice of a claim, let the indemnifying party control the defence, cooperate reasonably, and not settle without consent (not to be unreasonably withheld). Failure to give prompt notice only limits the indemnity to the extent the defence was prejudiced.

23. Managed Outbound Services

Where you buy done-for-you outbound (our callers running campaigns for you), this section applies alongside the rest of these Terms. If anything here conflicts with your signed proposal or statement of work, the proposal governs for that engagement.

• Booked meetings. A booked meeting is a call the prospect attends that meets the qualification criteria in the proposal. A meeting that doesn't meet the criteria is replaced free. A prospect no-show is rebooked once in good faith; repeated no-shows are reported and the slot replaced. If you don't attend a booked meeting, it counts as delivered.
• Your cooperation. You will provide what we reasonably need: your ideal customer profile, access to calendars and (where agreed) your CRM, and feedback on meeting quality within 2 business days so targeting can be tuned.
• Fees. Managed sprints are fixed-fee per the proposal and earned as worked; any managed-service guarantee is as stated in the proposal.

24. Contact

Questions about these Terms? Reach us at legal@ringby.co.uk.