Terms & Conditions

Full Fabric has designed, developed, and provisioned a comprehensive software platform, along with associated services (“Service”), specifically tailored for higher education institutions. These terms of service (“Terms” or “Agreement”) govern your access to and the use of the Service. Please read the Terms carefully and keep a copy of them for your reference.  By using our Service, you are accepting the Terms without modification and are entering an agreement with Full Fabric.

A. Definitions

‍Agreement means these Terms & Conditions and all materials referred or linked to here.

‍Order Form means the Full Fabric-approved form or online subscription process by which you agree to subscribe to the Service.

‍Service means the software platform, along with associated services.

‍Subscription Term means the duration specified in the applicable Order Form, during which the Customer is entitled to access and use the Service in accordance with the terms and conditions set forth in this Agreement.

‍Base Fee means the minimum recurring fee specified in the applicable Order Form which is payable by the Customer for access to the Service. The Base Fee covers the standard features and services provided under the Service, excluding any additional fees for overages, optional services, or other supplemental charges that may be incurred during the Subscription Term.

‍Additional Usage means use of the Service that exceeds the usage included in the Base Fee as specified in the applicable Order Form.

‍Customer, you, your means the person or entity using the Service and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.

‍Customer Data means all information that you submit or collect via the Service. Customer Data does not include Full Fabric content.

‍Customer Materials means all materials that you provide or post, upload, input or submit for public display through the Service.

‍Full Fabric, we, us or our means the applicable contracting entity as specified in the Order Form.

‍Users means your employees, representatives, consultants, contractors or agents who are authorised to use the Service for your benefit and have unique user identifications and passwords for the Service.

‍Personal Data means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws.

‍Confidential Information means all confidential information disclosed by a party and its Affiliates ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party's customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

B. General Commercial Terms

‍Access.  Full Fabric has designed, developed, and provisioned a comprehensive software platform, along with associated services (hereinafter referred to as the Service), specifically tailored for higher education institutions. This platform is intended to address the unique needs of these institutions by providing robust solutions for managing and enhancing various academic and administrative processes. During the Subscription Term, we will provide you with access to use the Service as described in this Agreement and the applicable Order Form.

‍Implementation Services. You may purchase Implementation Services by placing an order with us. All Implementation Services are performed remotely, unless you and we otherwise agree.If there are a specific number of hours included in the Implementation Services purchased, those hours will commence upon purchase. Implementation Services are non-cancellable and non-refundable.

‍Customer Support.  If you pay us a Base Fee, phone, email and in-app chat support is included at no additional cost. Email and in-app questions can be submitted through the help widget in the lower right hand corner of your account. We attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time.

‍Term and Renewal. Your initial subscription period will be specified in your Order Form, and, unless otherwise specified in your Order Form, your subscription will automatically renew for successive periods of equal duration unless terminated by either party upon providing the required notice as specified in the Order Form.

‍Notice of Non-Renewal. Unless otherwise specified in your Order Form, to prevent renewal of the Subscription, you or we must give written notice of non-renewal and this written notice must be received no less than ninety (90) days in advance of the end of the Subscription Term.

‍Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You agree to ensure that sufficient funds are available in your account on the due date. If payment fails due to insufficient funds or for any other reason, you remain responsible for any uncollected amounts and any fees associated with the failed payment, including but not limited to late fees as outlined in this Agreement. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

‍Payment by direct debit. If you are paying by direct debit, you authorize us to automatically debit your designated bank account for all fees payable during the Subscription Term. You agree to ensure that sufficient funds are available in your account on the due date. If payment fails due to insufficient funds or for any other reason, you remain responsible for any uncollected amounts and any fees associated with the failed payment, including but not limited to late fees as outlined in this Agreement.

‍Payment against invoice. If you are paying by invoice, we will invoice you before the beginning of the Subscription Term and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form.

‍Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement.

‍Late fee. If payment is not received by the due date, the Customer shall be liable to pay a late fee of three percent (3%) of the total outstanding invoice amount. The imposition of a late fee shall not be construed as a waiver of our right to enforce any other remedies available under this Agreement, including the right to terminate services or pursue legal action for unpaid amounts.

‍Suspension for non-payment. Full Fabric reserves the right to suspend any and all services to the Customer if payment is not received within thirty (30) calendar days after the due date, until such time as all outstanding amounts, including any accrued late fees, have been paid in full. The suspension shall not be construed as a waiver of our right to enforce any other remedies available under this Agreement, including the right to terminate services or pursue legal action for unpaid amounts.

‍Debt Collection. Should the outstanding balance remain unpaid for a period exceeding ninety (90) calendar days from the due date, we reserve the right to transfer the debt to a collections agency for recovery. All costs associated with the collection of the debt, including but not limited to collection agency fees and legal costs, will be borne by the Customer.

‍Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service. 

C. General Legal terms

‍Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Service to you and as otherwise permitted by this Agreement. If you are using the Service on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

‍Customer data. We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Service and Implementation Services to you and only as permitted by applicable law.

‍Protection of Customer Data. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA.

‍Full Fabric’s Proprietary Rights. This is an Agreement for access to and use of the Service. The Service and Implementation Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, create derivative works, reverse engineer or otherwise use the code or visual design elements based on the Full Fabric Content, the Service, or the Consulting Services in whole or in part, by any means, except as expressly authorised in writing by us.

‍Confidentiality. Each party agrees to respect the Confidential Information of the other whether before or after termination of this Agreement. 

‍Limitations of Liability. To the extent permitted by law, in no event shall either party be liable for any indirect or consequential damages, including lost profits or business opportunities.

‍Force Majeure. Neither party will be liable to the other for any delay in or failure to perform any terms of this Agreement as a result of any cause or event beyond the reasonable control of the defaulting party. In such a case the affected party will give prompt written notice of such event and take such reasonable steps as may be required to mitigate the effect and to reduce any delay.

‍Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors. We may also terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

‍Effect of Termination or Expiration. You may request the deletion of your Full Fabric account after expiration or termination of your subscription. You will continue to be subject to this Agreement for as long as you have access to the Service.

‍Publicity. You grant us the right to add your name and company logo to our customer list and website.

‍Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.