Terms & Conditions

For the purposes of these Terms:

• “CovenorOS”, “we”, “us”, or “our” means the company operating the CovenorOS platform, currently expected to be a Romanian legal entity.
• “Service” means the CovenorOS cloud-based software platform, website, applications, interfaces, APIs, documentation, features, and related services made available by us.
• “Customer” means the organization that creates, controls, or uses a CovenorOS workspace.
• “User” means an individual person who accesses the Service through an account, including administrators, staff members, volunteers, accountants, collaborators, board members, or other invited users.
• “Workspace” means the digital environment within CovenorOS associated with a Customer organization.
• “Customer Data” means data, content, records, files, information, text, documents, financial information, donor information, volunteer information, project information, reports, or other materials submitted to, stored in, or processed through the Service by or on behalf of a Customer.
• “Personal Data” has the meaning given to it under applicable data protection law, including the General Data Protection Regulation (EU) 2016/679 (“GDPR”).
• “AI Features” means any artificial intelligence, machine learning, automation, recommendation, content generation, classification, summarization, or assisted workflow functionality made available through the Service.
• “Subscription” means a paid plan, free plan, trial, pilot, validation access, or other access arrangement made available by CovenorOS.
• “Documentation” means user guides, product materials, technical notes, help articles, onboarding materials, and other documentation provided by CovenorOS.

CovenorOS is a cloud-based SaaS platform designed to help nonprofit organizations manage and organize their operations.

The Service may include features for:

• Project management
• Volunteer management
• Donor management
• Document organization
• Financial operations tracking
• Compliance planning
• Reporting
• Internal collaboration
• AI-assisted workflows
• Other operational tools for nonprofit organizations

CovenorOS is provided as an online platform. No local software installation is required. Users access the Service through authenticated accounts.

CovenorOS is intended to support organizational work. It does not replace professional accounting, audit, legal, tax, financial, or compliance advice.

You accept these Terms when you:

• Create an account;
• Click or check a box indicating acceptance of these Terms;
• Access or use the Service; or
• Continue using the Service after changes to these Terms become effective.

During registration, Users may be asked to confirm:

• “I agree with the Terms & Conditions”; and
• “I acknowledge the Privacy Policy.”

This acceptance creates a legally binding agreement between CovenorOS and the Customer or User, as applicable.

If a User accepts these Terms on behalf of a Customer organization, that User confirms that they have the legal authority to bind the Customer to these Terms.

You may use the Service only if you:

• Are legally able to enter into a binding agreement;
• Are at least 18 years old or have legal authority to use the Service on behalf of an organization;
• Provide accurate account and organization information; and
• Comply with these Terms and applicable laws.

If you create or manage a Workspace for a Customer, you confirm that you are authorized to act for that Customer.

CovenorOS may refuse, suspend, or terminate access where we reasonably believe that an account was created without proper authority, contains inaccurate information, or is used in violation of these Terms.

To use CovenorOS, Users must create an authenticated account.

You are responsible for:

• Providing accurate account information;
• Keeping login credentials confidential;
• Maintaining the security of your account;
• Ensuring that Users invited to your Workspace are authorized;
• Managing User permissions; and
• Promptly notifying us of unauthorized access or suspected security incidents.

You must not share individual login credentials between multiple people. Each User should access the Service through their own account.

CovenorOS is not responsible for losses caused by unauthorized use of your account where such use results from your failure to protect credentials, manage permissions, or follow reasonable security practices.

A Customer may invite Users to its Workspace.

The Customer is responsible for:

• Deciding which Users may access the Workspace;
• Assigning roles and permissions;
• Reviewing User access periodically;
• Removing Users who should no longer have access;
• Ensuring that Users comply with these Terms; and
• Ensuring that Customer Data is entered and used lawfully.

Actions taken by Users within a Customer Workspace are considered actions taken on behalf of the Customer, unless clearly unauthorized and promptly reported.

CovenorOS may provide permission-based access controls, but the Customer remains responsible for configuring and managing those permissions appropriately.

Subject to these Terms, CovenorOS grants you a limited, non-exclusive, non-transferable, revocable right to access and use the Service for your internal organizational purposes.

You may use CovenorOS to manage nonprofit operations, including projects, donors, volunteers, documents, financial workflows, compliance activities, reports, and collaboration.

You must use the Service only in accordance with:

• These Terms;
• The Privacy Policy;
• The Cookie Policy;
• Applicable laws and regulations;
• Product documentation; and
• Any technical limits or usage policies communicated by CovenorOS.

You may not use the Service for unlawful, harmful, abusive, fraudulent, or unauthorized purposes.

CovenorOS may provide onboarding, implementation support, training, screen-sharing sessions, documentation, or guided assistance to help Customers start using the Service.

Onboarding may be collaborative and interactive. For example, CovenorOS team members may guide the Customer while the Customer enters or imports data directly into its own account.

Customers are not expected to send internal files by email for manual processing outside the platform. Where data import is needed, it should be performed through the Service or through an interactive process approved by CovenorOS.

Unless expressly stated otherwise, onboarding support does not create a custom legal agreement, custom service commitment, data processing arrangement outside the standard framework, or individually negotiated implementation contract.

CovenorOS may improve, automate, limit, or discontinue onboarding processes as the Service evolves.

9.1 Customer Ownership

Customers retain ownership of Customer Data.

CovenorOS does not claim ownership of Customer Data.

You grant CovenorOS a limited right to host, process, transmit, store, back up, display, organize, analyze, and otherwise use Customer Data only as necessary to:

• Provide the Service;
• Maintain and secure the Service;
• Support Users;
• Improve product functionality;
• Troubleshoot issues;
• Develop aggregated or anonymized insights;
• Comply with legal obligations; and
• Enforce these Terms.

9.2 Customer Responsibility

The Customer is responsible for:

• The accuracy of Customer Data;
• The legality of Customer Data;
• Obtaining necessary rights and permissions to upload or process Customer Data;
• Ensuring that Personal Data is collected and used lawfully;
• Deciding which data should be stored in the Service; and
• Ensuring that Users handle data appropriately.

You must not upload data that you do not have the right to use, store, or process.

9.3 Aggregated and Anonymized Data

CovenorOS may create and use aggregated, statistical, or anonymized data derived from use of the Service, provided such data does not identify a Customer, User, donor, volunteer, beneficiary, or other individual.

Such aggregated or anonymized data may be used to improve the Service, understand usage patterns, develop benchmarks, enhance security, and support product development.

CovenorOS processes Personal Data in accordance with its separate Privacy Policy.

The Privacy Policy explains, among other things:

• What Personal Data is collected;
• How Personal Data is used;
• The lawful bases for processing;
• GDPR rights;
• Data retention;
• Processors and subprocessors;
• International transfers, if applicable;
• Security measures; and
• Contact details for privacy requests.

By using the Service, you acknowledge the Privacy Policy.

Where the Customer determines the purposes and means of processing Personal Data stored in the Service, the Customer may act as controller and CovenorOS may act as processor under GDPR. Where required, a Data Processing Agreement may be made available as part of the standard CovenorOS legal framework.

Customers are responsible for providing appropriate privacy notices to their own donors, volunteers, employees, beneficiaries, members, partners, or other individuals whose Personal Data is entered into the Service.

The CovenorOS website and Service may use cookies and similar technologies.

Use of cookies is described in the separate Cookie Policy.

The Cookie Policy explains what cookies are used, why they are used, and how Users can manage cookie preferences where required by law.

CovenorOS implements reasonable technical and organizational measures designed to protect the Service and Customer Data.

These measures may include, as appropriate:

• HTTPS encryption for communications;
• Secure password hashing;
• Authentication controls;
• Permission-based access;
• Managed cloud infrastructure;
• Backups;
• Monitoring and logging;
• Access controls for internal systems;
• Secure development practices;
• Vulnerability management; and
• Other industry-standard safeguards.

However, no online service, cloud system, transmission method, or storage technology can be guaranteed to be completely secure.

CovenorOS does not promise that the Service will be immune from unauthorized access, cyberattacks, data loss, downtime, or security incidents.

Customers are responsible for maintaining appropriate security practices, including strong passwords, secure devices, careful permission management, and prompt removal of inactive Users.

CovenorOS may include AI Features designed to assist with workflows, summaries, suggestions, classifications, drafting, reporting, automation, or decision support.

AI Features are provided for assistance only.

You understand and agree that:

• AI output may be inaccurate, incomplete, outdated, biased, or unsuitable for your specific situation;
• AI output should not be treated as professional legal, financial, accounting, tax, audit, compliance, fundraising, governance, or strategic advice;
• Users remain responsible for reviewing, validating, and approving all AI-generated or AI-assisted content;
• Important decisions should not be made solely based on AI output;
• AI output may require human verification before use; and
• CovenorOS is not responsible for decisions, filings, communications, reports, or actions taken solely based on AI output.

CovenorOS may improve, modify, limit, disable, or remove AI Features at any time.

Additional AI-specific terms, notices, or settings may apply to certain AI Features.

CovenorOS may help Customers organize financial information, donations, transactions, budgets, documents, reports, compliance tasks, deadlines, and related workflows.

CovenorOS is not:

• A licensed accounting firm;
• An auditor;
• A tax advisor;
• A law firm;
• A financial advisor;
• A statutory compliance authority; or
• A replacement for professional advisors.

The Service may support internal organization and collaboration, but it does not guarantee legal, tax, accounting, reporting, or regulatory compliance.

Customers remain solely responsible for:

• Accounting records;
• Tax filings;
• Statutory declarations;
• Audit obligations;
• Legal compliance;
• Financial reporting;
• Employment or volunteer compliance;
• Donor reporting;
• Grant compliance; and
• Any other legal or regulatory obligations.

You should consult qualified professionals before making legal, tax, accounting, audit, financial, or compliance decisions.

You must not, and must not allow others to:

• Use the Service for unlawful, fraudulent, harmful, or abusive purposes;
• Upload malware, viruses, ransomware, spyware, or harmful code;
• Attempt to gain unauthorized access to the Service or related systems;
• Interfere with or disrupt the Service;
• Abuse, overload, scrape, crawl, or attack the Service or its APIs;
• Conduct penetration testing, vulnerability scanning, or security testing without prior written permission from CovenorOS;
• Reverse engineer, decompile, disassemble, or attempt to derive source code from the Service, except where prohibited by applicable law;
• Copy, resell, sublicense, rent, lease, or commercially exploit the Service without authorization;
• Remove proprietary notices or branding;
• Infringe intellectual property, privacy, publicity, or other rights;
• Upload content that is defamatory, discriminatory, abusive, exploitative, or illegal;
• Misrepresent identity, affiliation, authority, or organization status;
• Use the Service to send spam or unauthorized communications;
• Bypass technical limits, security controls, or usage restrictions;
• Use the Service to build a competing product by copying its design, functionality, or structure; or
• Violate applicable laws or regulations.

CovenorOS may investigate suspected violations and may suspend or terminate access where reasonably necessary to protect the Service, Customers, Users, or third parties.

CovenorOS and its licensors own all rights, title, and interest in and to the Service, including:

• Software;
• Source code;
• User interface;
• Product design;
• Workflows;
• Features;
• Documentation;
• Trademarks;
• Logos;
• Branding;
• Databases, where applicable;
• System architecture; and
• All related intellectual property rights.

These Terms do not transfer ownership of CovenorOS intellectual property to Customers or Users.

Customers own their Customer Data. CovenorOS owns the Service.

You may not use CovenorOS branding, logos, trademarks, or marketing materials without prior permission, except where expressly permitted by CovenorOS.

You may provide ideas, suggestions, comments, or feedback about the Service.

If you provide feedback, you grant CovenorOS a worldwide, royalty-free, irrevocable, transferable, sublicensable right to use that feedback for any purpose, including improving, developing, marketing, and commercializing the Service.

CovenorOS is not required to compensate you for feedback or to implement any suggestion.

Feedback does not include Customer Data.

The Service may integrate with or rely on third-party services, including hosting providers, authentication providers, analytics tools, payment processors, email services, AI providers, storage providers, or other software systems.

Third-party services may be subject to their own terms, privacy notices, security practices, and availability limitations.

CovenorOS is not responsible for third-party services that it does not control.

Where third-party processors process Personal Data on behalf of CovenorOS, relevant information will be described in the Privacy Policy, Data Processing Agreement, or subprocessors list, as applicable.

CovenorOS may add, replace, suspend, or remove integrations or third-party providers as needed to operate and improve the Service.

CovenorOS may offer free plans, paid plans, trials, validation access, pilot access, promotional access, or custom subscription tiers.

Pricing, features, limits, billing cycles, and payment terms may be described on the CovenorOS website, in the Service, or in an applicable order, checkout, subscription page, or plan description.

Unless otherwise stated:

• Fees are charged according to the selected plan;
• Paid subscriptions may renew automatically;
• Customers are responsible for applicable taxes;
• Payments must be made using accepted payment methods;
• Failure to pay may result in suspension or termination; and
• Plan limits may apply.

CovenorOS may update pricing, plans, features, and limits from time to time.

Where required by law or by the applicable subscription terms, Customers will receive notice of material pricing changes before they apply.

If you do not agree with a pricing change, your remedy is to cancel the affected subscription before the change takes effect.

CovenorOS may provide free, trial, pilot, beta, early access, or validation-stage access.

Such access may be limited, experimental, temporary, or subject to change.

During early validation or beta stages:

• Features may be incomplete;
• Functionality may change quickly;
• Some workflows may require guided onboarding;
• Support may be limited;
• Availability may vary; and
• CovenorOS may modify or discontinue features based on product development needs.

Unless expressly stated otherwise, free, trial, pilot, beta, or validation access is provided “as is” and may be changed, limited, or ended at any time.

CovenorOS may convert free or validation-stage access into paid plans in the future, subject to reasonable notice where appropriate.

CovenorOS may improve, modify, update, redesign, add, or remove features from the Service.

We may make changes to:

• User interface;
• Workflows;
• AI Features;
• Integrations;
• Security controls;
• Data structures;
• Reports;
• Permission models;
• Plan limits; and
• Other Service components.

We aim to avoid changes that materially reduce core functionality without reasonable justification.

However, the Service is continuously evolving, especially during early validation and product development stages.

CovenorOS aims to provide a reliable cloud service, but we do not guarantee uninterrupted or error-free availability.

The Service may be unavailable or degraded due to:

• Scheduled maintenance;
• Emergency maintenance;
• Infrastructure issues;
• Internet outages;
• Third-party provider failures;
• Security incidents;
• Software bugs;
• Force majeure events;
• Updates or migrations; or
• Other events outside our reasonable control.

CovenorOS may perform maintenance with or without prior notice, depending on urgency.

Support may be provided through email, in-product tools, documentation, chat, scheduled calls, or other channels made available by CovenorOS.

Support availability may depend on the Customer’s plan, product stage, and operational capacity.

CovenorOS may provide tools or reasonable processes for Customers to export certain Customer Data.

Export availability, format, timing, and scope may depend on the relevant feature, plan, technical limitations, and product stage.

After termination, cancellation, or deletion of an account, CovenorOS may retain Customer Data for a limited period where necessary to:

• Provide an export opportunity;
• Maintain backups;
• Comply with legal obligations;
• Resolve disputes;
• Prevent fraud or abuse;
• Enforce these Terms; or
• Maintain security and audit records.

After the applicable retention period, Customer Data may be deleted or anonymized in accordance with the Privacy Policy, Data Processing Agreement, internal retention practices, and applicable law.

CovenorOS is not responsible for Customer Data that is deleted after the applicable retention or export period has expired.

24.1 Termination by Customer

A Customer may stop using the Service or cancel its subscription according to the cancellation process made available by CovenorOS.

Account deletion or Workspace deletion may be subject to identity verification, administrative permission checks, export opportunities, legal retention requirements, and technical processing time.

24.2 Suspension or Termination by CovenorOS

CovenorOS may suspend or terminate access to the Service if:

• You violate these Terms;
• You fail to pay applicable fees;
• Your use creates security, legal, technical, reputational, or operational risk;
• We reasonably believe unauthorized access has occurred;
• We are required to do so by law;
• You misuse the Service or abuse support channels;
• Your account information is false or misleading;
• Your use infringes third-party rights; or
• Continued access would expose CovenorOS, Customers, Users, or third parties to harm.

Where reasonable, CovenorOS will provide notice before suspension or termination. However, we may act immediately where necessary to protect the Service, comply with law, or prevent harm.

24.3 Effect of Termination

Upon termination:

• Your right to access the Service ends;
• Users may lose access to the Workspace;
• Fees already paid may be non-refundable unless required by law or stated otherwise;
• Customer Data may be retained for a limited period; and
• Certain provisions of these Terms will continue to apply.

Sections that by their nature should survive termination will survive, including sections on intellectual property, Customer Data, privacy, confidentiality, disclaimers, limitation of liability, indemnity, governing law, and general provisions.

During use of the Service, each party may receive non-public information from the other party.

Each party agrees to use reasonable care to protect confidential information and to use it only for purposes related to the Service.

Customer Data is treated as confidential information of the Customer.

Confidential information does not include information that:

• Is publicly available without breach of these Terms;
• Was already known lawfully;
• Is received from a third party without confidentiality obligations;
• Is independently developed without use of confidential information; or
• Must be disclosed by law, court order, or public authority.

CovenorOS may access Customer Data only as necessary to provide, secure, support, improve, or troubleshoot the Service, or as otherwise permitted by these Terms, the Privacy Policy, or applicable law.

These Terms are intended to provide a scalable standard confidentiality framework. CovenorOS does not require individual nondisclosure agreements for standard use of the Service unless separately decided by CovenorOS in exceptional cases.

The Service is provided on an “as is” and “as available” basis, except as expressly stated in these Terms.

To the maximum extent permitted by applicable law, CovenorOS disclaims warranties of:

• Uninterrupted availability;
• Error-free operation;
• Fitness for a particular purpose;
• Non-infringement;
• Accuracy of AI output;
• Guaranteed compliance;
• Guaranteed financial, legal, tax, or accounting outcomes;
• Complete prevention of data loss or unauthorized access; and
• Compatibility with all third-party systems or workflows.

CovenorOS does not guarantee that use of the Service will result in better fundraising, improved compliance, reduced costs, successful audits, successful grant reporting, or any specific organizational outcome.

Nothing in these Terms excludes warranties or rights that cannot be excluded under applicable law.

To the maximum extent permitted by applicable law, CovenorOS will not be liable for:

• Indirect damages;
• Consequential damages;
• Incidental damages;
• Special damages;
• Punitive damages;
• Loss of profits;
• Loss of revenue;
• Loss of goodwill;
• Loss of donations or funding;
• Loss of grants;
• Loss or corruption of data;
• Business interruption;
• Service downtime;
• Security incidents not caused by CovenorOS’ intentional misconduct or gross negligence;
• Decisions made based on AI output;
• Compliance failures by the Customer;
• Accounting, tax, audit, or legal errors by the Customer or its advisors; or
• Third-party service failures.

To the maximum extent permitted by applicable law, CovenorOS’ total aggregate liability arising out of or related to the Service will not exceed the greater of:

• The amounts paid by the Customer to CovenorOS for the Service in the twelve months before the event giving rise to liability; or
• EUR [insert amount].

For free, trial, pilot, beta, or validation access, CovenorOS’ total liability will be limited to EUR [insert amount], to the maximum extent permitted by law.

Nothing in these Terms limits liability that cannot be limited under applicable law, including liability for intentional misconduct, fraud, death or personal injury caused by negligence, or other liability that cannot legally be excluded.

To the extent permitted by applicable law, the Customer agrees to indemnify and hold CovenorOS harmless from claims, damages, liabilities, costs, and expenses arising from:

• Customer Data;
• Unauthorized or unlawful use of the Service by the Customer or its Users;
• Violation of these Terms;
• Violation of applicable laws;
• Violation of third-party rights;
• Incorrect or unlawful processing of Personal Data by the Customer;
• Customer decisions based on AI output without appropriate review;
• Customer accounting, tax, legal, compliance, or reporting obligations; or
• Misuse of the Service.

CovenorOS will promptly notify the Customer of any claim for which indemnification is sought, allow the Customer reasonable control of the defense where appropriate, and cooperate reasonably, at the Customer’s expense.

CovenorOS will not be responsible for delay, failure, downtime, or non-performance caused by events outside its reasonable control, including:

• Natural disasters;
• War, terrorism, civil unrest, or military action;
• Government action;
• Internet or telecommunications failures;
• Power outages;
• Labor disputes;
• Epidemics or pandemics;
• Cyberattacks;
• Third-party provider failures;
• Cloud infrastructure outages;
• Changes in law; or
• Other events beyond reasonable control.

CovenorOS will use reasonable efforts to restore affected services when practicable.

CovenorOS may update these Terms from time to time.

When changes are material, we will take reasonable steps to notify Customers, such as by email, in-product notice, website notice, or another appropriate method.

Updated Terms become effective on the date stated in the updated version.

If you continue to use the Service after updated Terms become effective, you accept the updated Terms.

If you do not agree to updated Terms, you must stop using the Service and may cancel your account or subscription.

These Terms are governed by the laws of Romania, without regard to conflict of law principles.

Where permitted by applicable law, disputes arising out of or relating to these Terms or the Service will be subject to the competent courts of Romania.

If mandatory EU or consumer protection laws apply and cannot be excluded, nothing in these Terms limits rights provided by such laws.

CovenorOS is primarily intended for organizational and business use. If the Service is made available to consumers in the future, additional consumer-specific terms may apply.

CovenorOS may provide notices by:

• Email;
• In-product notification;
• Website notice;
• Account dashboard; or
• Other reasonable communication methods.

Customers are responsible for keeping contact details accurate and up to date.

Legal notices to CovenorOS should be sent to:

• CovenorOS
• Legal name: [Insert company legal name]
• Registered office: [Insert registered office]
• Registration number: [Insert registration number]
• VAT number: [Insert VAT number, if applicable]
• Email: contact@covenoros.com

33.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, and any applicable standard subscription or plan terms, form the agreement between you and CovenorOS regarding the Service.

33.2 No Custom Agreement Required

Standard use of the Service is governed by these Terms and related published policies. Individual NDAs, custom onboarding contracts, or custom legal agreements are not required for standard access to the Service unless CovenorOS expressly agrees otherwise.

33.3 Assignment

You may not assign or transfer your rights or obligations under these Terms without prior written consent from CovenorOS.

CovenorOS may assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, financing, or transfer of the Service.

33.4 Severability

If any provision of these Terms is found invalid or unenforceable, the remaining provisions will remain in effect.

33.5 No Waiver

Failure to enforce a provision of these Terms does not mean that provision is waived.

33.6 No Partnership

These Terms do not create a partnership, joint venture, employment, agency, franchise, fiduciary, or similar relationship between you and CovenorOS.

33.7 Language

These Terms may be provided in multiple languages. Unless required otherwise by law, the English version will control in case of conflict.

33.8 Order of Precedence

If there is a conflict between these Terms and another standard CovenorOS policy, the following order applies unless expressly stated otherwise:

• Any signed agreement expressly approved by CovenorOS, if applicable;
• Data Processing Agreement, for Personal Data processing matters;
• These Terms;
• Privacy Policy;
• Cookie Policy;
• Documentation or website materials.