Terms of Service

1. Our services

Moral Fabric helps nonprofits run smoothly, through our:

• App: our platform for running your nonprofit's operations (app.moralfabric.org);
• Patterns: ready-made starting points that you can adopt and adapt for your own organization (roles, processes, policies, templates, etc.);
• Advisory services: hands-on operational support scoped to your organization's needs.

Together, we call these our services.

2. Agreement

By using our services, you agree to these terms of service (hereafter also referred to as: terms). If you don't agree with these terms, please don't use our services.

These terms of service, together with any signed proposal (our written quote signed by both parties, or confirmed by email) and any Data Processing Agreement (DPA) (where applicable), constitute the entire agreement between us. This supersedes all prior agreements, representations, and understandings on this subject.

Your agreement with us starts:

• App (incl. patterns): once you register or log in on app.moralfabric.org, including via single sign-on (e.g. Google).
• Advisory services: once both parties have signed our proposal, or confirmed it by email. Our proposals expire after 1 month. We do our best to get every proposal right. If a proposal contains an obvious mistake, one you could reasonably have spotted, we're not bound by it (even once it's signed).

3. Providing our services

We deliver our services with reasonable care and may use subcontractors to do so. You accept the app "as is" and "as available". At any time, without notice or liability, we may make technical or procedural changes to it, or pause, limit, or end it (or an account), temporarily or permanently. We'll flag planned downtime in advance where we can.

4. Licenses to use the app and patterns

• App: As long as you comply with these terms of service, we grant you and your end users (anyone you authorize to use the Moral Fabric app) a limited, personal, revocable, non-exclusive, non-sublicensable, non-transferable right to use our app.
• Patterns: We also grant you and your end users a limited, revocable, non-exclusive, non-sublicensable, non-transferable right to use and adapt our patterns for your own organization's internal use. The underlying template remains our intellectual property, and you may not redistribute, resell, or publish it outside your organization. But once you've adapted a pattern into your own document, that document is yours.

5. Acceptable use

You're responsible for how you and your end users use our services, including compliance with these terms of service, and may not resell, redistribute, or otherwise commercially exploit them. Except where the law allows it, you may not copy, decompile, reverse-engineer, or bypass the app's security or access controls.

6. Your app account

You and your end users are responsible for keeping your app account credentials confidential, and for all activities that occur under your account. Please make sure the information you give us is accurate, complete, and stays up to date. If you suspect your login details are compromised, or an account is being misused, act immediately (for example, by changing your password). We're not liable for damage caused by unauthorized access. Accounts may not be shared or transferred without our written consent.

7. Content

You decide what you and your end users share with us (via our app or otherwise); we call this your content. We don't routinely check it, but you must make sure it's lawfully obtained, doesn't infringe anyone's intellectual property rights (copyright, trademarks, patents, design rights, database rights, know-how) or privacy, and complies with the law. We accept no liability for it.

You may not give us content that:

• is discriminatory, abusive, or otherwise offensive;
• harasses anyone;
• is false or misleading;
• creates a false identity or a false link to Moral Fabric;
• infringes anyone's intellectual property rights or privacy;
• contains viruses or other harmful code; or
• breaks the law or harms our reputation.

We may restrict, edit, or remove content without notice if we think it's necessary, without liability to you.

8. Connected tools and integrations

Our app is built to work alongside the tools you already use, such as Google Workspace, Asana, and Slack. Connecting one is always your choice, and you can disconnect it at any time from within the app.

When you authorize an integration, you give us permission to access and use information from that tool as needed to provide our services, and as described in our Privacy Policy. We request only the access an integration needs to work. Anything we retrieve this way counts as your content under article 7, and you can export it under article 9.

Your use of a connected tool stays governed by that provider's own terms and privacy policy. We don't control those tools and aren't responsible for them, for the data you keep in them, or for changes they make to their access, availability, or pricing. If a provider changes or withdraws access, we may have to change or end the part of our app that relies on it, under article 3.

9. Data portability

At any time (during or after your agreement with us) you can request a complete export of your data from the app. This includes all content you and your end users have added or configured: roles, processes, policies, suppliers, and other operational data, even where it builds on our patterns or templates.

We'll provide the export within 14 days of your request to operations@moralfabric.org, in a commonly used, machine-readable format. There's no charge for this.

10. Fees

You pay the fees set out in our signed proposal or in our app. Unless stated otherwise, amounts are in euros, excluding VAT and other taxes. We may adjust our fees; changes apply from your next billing period. If you don't accept a fee change, you can end the agreement under article 13.

11. Payment

App fees are due upfront for the relevant period; advisory services are invoiced monthly, payable within 14 days of the invoice date. A complaint about our services or an invoice doesn't pause your payment obligation. Fees already paid aren't refundable, except as set out in article 14.

If you pay late, you're automatically in default, no reminder needed. From that point:

• you owe statutory commercial interest ("wettelijke handelsrente"); and
• we may pass the debt to a collection agency. You'll cover reasonable collection costs, including legal fees (minimum €150, excl. VAT).

12. Intellectual property

All intellectual property rights in the services (including source code, databases, and anything we build) belong to Moral Fabric or our licensors. These terms of service don't transfer any intellectual property rights to you.

You keep all intellectual property rights in your content and in results you produce with our services. By using our services, you give us a royalty-free, worldwide, irrevocable, sublicensable license to use your content, only as needed to provide and improve them.

13. Duration and termination

Advisory services run for an unlimited period, unless your signed proposal states otherwise. Either party can end advisory services at any time with one week's written notice (email is fine), unless your signed proposal says otherwise.

App access starts when you register and continues until ended under this article.

We may immediately suspend or end our services or your agreement with us, without giving up other rights (including damages), if:

• you or an end user seriously breach it; or
• you're declared bankrupt, granted a payment suspension, or stop operating.

14. After termination

If your agreement with us ends and you've prepaid for a period we haven't delivered, we'll refund that part pro-rata. Amounts already invoiced for delivered services remain payable.

We'll keep your content in our app accessible for 2 weeks so you can export it (no new content allowed), then deactivate the account and delete your content. We won't help convert it to another format.

On your written request, we will delete any materials you shared with us during the engagement within 14 days of that request. This does not affect our right to retain records we are legally required to keep.

15. Privacy

We process personal data as a controller under our Privacy Policy. We may use anonymized, aggregated data from the services to improve our product, as long as it can't be traced back to you or your end users. Where we process personal data on your behalf, you're the controller and we're the processor. In that case, we'll sign a DPA, as data protection law requires.

16. Confidentiality

Each party keeps confidential any information from the other that's marked as such, or that should reasonably be understood to be confidential. Both parties will only use confidential information for its intended purpose, and won't disclose it to third parties without written consent (unless the law requires otherwise). This obligation survives the end of your agreement with us.

17. Disclaimer of warranties

We expressly disclaim all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, and security.

We do not warrant that:

• our app and patterns will always be available, without interruption, error, or defect; or
• the use of the services will achieve specific results or meet your expectations.

Moreover, we are not responsible for:

• your own infrastructure or systems;
• transmission errors, outages, or unavailability of internet or telecom infrastructure; or
• the outcomes of advice or recommendations provided as part of the advisory services.

18. Liability

Our total liability for an attributable breach of the agreement or an unlawful act is limited to direct damages only, meaning solely:

• physical damage to property;
• reasonable costs incurred to determine the cause and extent of the damage; and
• reasonable costs incurred to prevent or mitigate direct damages.

We're never liable for indirect or consequential damages (including but not limited to lost revenue, lost profits, reputational harm, data loss, or business interruption).

Our total liability is also capped at:

• Advisory services: fees invoiced in the 3 months before the damaging event.
• App use: nil.
• Patterns use: nil.

The limitations in this article do not apply in cases of intent ("opzet") or gross negligence ("grove nalatigheid") on the part of Moral Fabric or its management.

Our liability arises only after you have given us written notice of default specifying the breach in sufficient detail and granting a reasonable period to remedy the breach, and we have failed to do so within that period. This requirement does not apply where the breach is permanent and incapable of remedy.

Any claim for damages must be reported to us in writing as soon as possible after the damage arises. Claims not reported within 12 months of the date the damage arose are time-barred.

19. Indemnification

You indemnify and hold us harmless against all damages, costs, and claims, including third-party claims and legal costs, arising from or related to:

• your or end users' use of our services;
• content submitted by you or end users; or
• your breach of these terms of service.

20. Force majeure

We are not liable for any failure to perform our obligations where such failure results from circumstances beyond our reasonable control ("force majeure"). This includes (without limitation): illness or unavailability of key personnel, power outages, strikes, government measures, fire, natural disasters, failures of suppliers or subcontractors, internet or telecom outages (including DDoS attacks), and hardware failures. If a force majeure event continues for 60 days or more, either party may terminate your agreement with us in writing without any obligation to pay compensation.

21. Assignment, governing law and disputes

We may transfer our rights and obligations under your agreement with us to a third party without your consent (for example in the context of a merger, acquisition, or sale of assets). You may not transfer any rights or obligations under your agreement with us without our prior written consent.

These terms of service are governed by the laws of the Netherlands. Any disputes arising from or in connection with these terms of service shall be submitted exclusively to the competent court in Amsterdam, the Netherlands.

22. Changes to terms of service

We can update these terms of service anytime. We'll flag material changes via our app or by email, with a new "Last updated" date. If you keep using our services after that, you accept them. Any other changes or exceptions to these terms are only valid if we've confirmed them in writing.

23. Severability

If any provision of these terms of service is or becomes void, voidable, or otherwise invalid, the rest still applies. We will then replace the invalid provision with a valid one that reflects the same intent (to the extent possible).

24. Contact

Questions about these terms or our services? Please email us at operations@moralfabric.org.