Master subscription agreement

This Master Subscription Agreement (the "Agreement") governs the use of the EcclesiaOne platform by an institution that subscribes to it. It is between Orravo Web Technologies ("Orravo", "we", "us"), RC 9634991, a company registered in Nigeria with its registered office in Abuja, Nigeria, and the subscribing institution (the "Customer"). The Customer may be a diocese, parish, religious institute, society, or school. We do not publish a street address; notices to us are given by email to the address in section 17.

By creating a subscribing tenant, starting a trial, or paying a subscription, the Customer's authorized representative accepts this Agreement on the Customer's behalf and confirms they have authority to do so.

This Agreement incorporates the Data Processing Agreement, the Sub-processor List, the Acceptable Use Policy, and, where the Customer publishes a website, the Website Builder and Publisher Terms.

1.Definitions

"Platform" means the EcclesiaOne software and services. "Authorized Users" means the clergy, staff, members, and others the Customer permits to use the Platform under its tenant. "Tenant" means the Customer's instance and data within the Platform. "Subscription" means the Customer's paid or trial right to use the Platform. "Member Data" means personal data about the Customer's members, parishioners, students, guardians, donors, and similar persons.

2.The subscription

We grant the Customer a non-exclusive, non-transferable right to access and use the Platform during the subscription term, for the Customer's own administration and ministry, subject to this Agreement and to the plan and limits the Customer has selected.

3.Trials

Where a trial is offered (for example a 14-day parish trial), the Customer may use the Platform without charge for the trial period. At the end of the trial, unless the Customer pays for a plan, the tenant may be placed in a read-only or locked state and, after a further period, may be subject to deletion as described in section 11. We may change or end trial offers.

4.Plans, fees, and payment

The Customer pays the fees for its selected plan. Fees, billing periods (for example monthly or annual), plan inclusions, and any perpetual-licence option are those published on our pricing page or quoted to the Customer in writing at the time it subscribes, and they form part of this Agreement. The default currency is the Nigerian Naira. Where we agree to bill a Customer in another currency, that is stated in the quotation.

Subscriptions renew automatically at the end of each billing period unless the Customer cancels before renewal. Payment is taken through our payment processor.

If a payment fails, we retry it. Unless we have told the Customer otherwise, we retry up to three times, one day, three days, and seven days after the failure. On the first failure the tenant enters a grace period, on the second it becomes overdue, and after the retries are exhausted it is suspended for non-payment. A suspended tenant becomes read-only: the Customer and its Authorized Users can still see and export their records, but cannot create or change them. The read-only period runs for 30 days, after which the tenant is treated as terminated under section 11.

Fees are not pro-rated when the Customer changes plan mid-term. A change takes effect for the next billing period unless we agree otherwise in writing.

Taxes: fees are stated exclusive of any applicable taxes. Our billing does not calculate, add, or withhold tax. Where a tax such as VAT applies to the supply, the Customer is responsible for accounting for it, unless we have agreed otherwise in writing.

5.Customer responsibilities

The Customer is responsible for:

• the conduct of its Authorized Users and for keeping their access secure;
• the accuracy and lawfulness of the data it enters, including Member Data;
• obtaining any consents it needs from its members to record their data on the Platform, including sensitive religious data and children's data;
• using the Platform in line with the Acceptable Use Policy and applicable law, including data-protection and safeguarding law; and
• managing roles and permissions within its tenant so that only appropriate people see sensitive records.

6.Data protection and ownership

As between the Customer and Orravo, the Customer owns its Member Data and the content it creates. The Customer is the data controller for Member Data, and Orravo is its processor, on the terms of the Data Processing Agreement. Orravo is the controller for the limited platform-operation data described in the Privacy Policy.

7.Our responsibilities

We will provide the Platform with reasonable skill and care, keep it reasonably available, apply the security measures described in our Security Statement, and process Member Data only as the Data Processing Agreement allows.

We do not guarantee a specific service level. There is no committed uptime percentage, no committed support-response time, and no service credit for downtime. If the Customer needs a service-level commitment, it must be agreed with us separately and in writing.

8.Platform administration and support access

To operate and support the Platform, our administrators may access tenant data where strictly necessary, and in limited cases act on behalf of a user (impersonation) to diagnose or fix a problem. Such access is logged. We treat tenant data confidentially and use it only to provide and support the Platform.

9.Intellectual property

Orravo and its licensors own the Platform. The Customer owns its own data and content. Neither party gains rights in the other's intellectual property except as needed to perform this Agreement. Feedback the Customer gives us may be used to improve the Platform.

10.Confidentiality

Each party will protect the other's confidential information and use it only for the purposes of this Agreement, except where disclosure is required by law.

11.Term, termination, and offboarding

This Agreement runs for as long as the Customer has an active or trial tenant. Either party may terminate for material breach not cured within a reasonable period, and the Customer may cancel its Subscription as described in section 4.

On termination, the Customer's access ends. Before deletion, the Customer may request an export of its data, which we provide as a downloadable archive of machine-readable files. The Customer can request the export from within the platform, or by asking us.

After a tenant is terminated we hold its data for at least 30 days so that the tenant can be restored if the termination was a mistake or while a dispute is settled. After that period we delete the data, except for records we must keep by law. That deletion is carried out by us on request rather than by an automatic job, so it may take longer than 30 days; if the Customer needs written confirmation that a deletion has been completed, it should ask us and we will confirm it. Data may remain in a backup copy after it has gone from the live platform, as described in the Data Retention and Deletion Schedule.

Sacramental and canonical records may be subject to preservation obligations; the parties will cooperate so that these are handled appropriately, including transfer to the diocese or successor institution where required.

12.Warranties and disclaimers

Each party warrants it has authority to enter this Agreement. Except as expressly stated, the Platform is provided "as is", and we disclaim all other warranties to the fullest extent permitted by law. The Platform supports administration and does not replace the canonical, legal, financial, safeguarding, or pastoral judgment of the Customer and its people.

13.Limitation of liability

To the fullest extent permitted by law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for loss of profits, revenue, or goodwill. Subject to the exclusions that cannot be limited by law, each party's total liability under this Agreement is limited to the total fees paid by the Customer to Orravo in the twelve months preceding the event giving rise to the claim. Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot be excluded or limited by law. This limit does not apply to the Customer's obligation to pay fees due, or to either party's liability for its own breach of data-protection law to a data subject.

14.Indemnity

The Customer will indemnify Orravo against third-party claims arising from the Customer's data, its members' content, or its breach of this Agreement or applicable law, to the extent permitted by law.

15.Governing law and disputes

This Agreement is governed by the laws of the Federal Republic of Nigeria, and the courts of the Federal Capital Territory, Abuja, Nigeria have jurisdiction.

16.General

This Agreement, with the documents it incorporates, is the entire agreement between the parties about the Subscription. We may update this Agreement and the incorporated policies; we will give reasonable notice of material changes, and continued use after the change takes effect means the Customer accepts it. Neither party may assign this Agreement without the other's consent, except that Orravo may assign it to a successor of its business. If a provision is unenforceable, the rest remains in effect.

17.Contact

Subscription and billing questions can be sent to [email protected]. Notices to Orravo under this Agreement are given by email to that address.