Terms of Service

In these Terms of Service (the "Terms"):

"Operator", "we", "us" and "our" mean HCIT DIGITAL AND AI CONSULTING, Economic Licence CN-6345766, Abu Dhabi, United Arab Emirates.

"Service" means the Tutello software-as-a-service application made available at tutello.ae and its subdomains, together with associated documentation and support.

"Tutor" means a natural person who registers a tutor account and thereby becomes a party to these Terms.

"Client Portal" means the read-only interface through which Portal Users access records relating to them.

"Portal User" means a parent, guardian, adult learner or student granted access to the Client Portal by a Tutor.

"Tutor Content" means all data, records and materials entered into the Service by a Tutor or generated on a Tutor's instruction, including records relating to families, students, sessions, invoices and payments.

"Client Personal Data" means personal data relating to a Tutor's clients contained in Tutor Content.

"Subscription" means a recurring paid plan. "Founding Lifetime Access" means the non-recurring plan described in clause 8.

Headings are for convenience and do not affect interpretation. "Including" means "including without limitation".

These Terms constitute a binding agreement between the Operator and the Tutor, accepted by the Tutor at registration.

The Tutor represents that they are at least eighteen (18) years of age and, where contracting on behalf of a business, that they are authorised to bind that business.

The Operator maintains a record of acceptance comprising the accepted document version, the date and time of acceptance, the originating network address and the user agent. That record constitutes evidence of acceptance.

No further acceptance is required in the course of ordinary use. Where these Terms are materially amended under clause 14, renewed acceptance is required.

The Service provides tools for the administration of private tutoring, including scheduling, session records, invoice generation, payment records and the Client Portal.

The Service is a record-keeping tool. It does not constitute accounting, taxation, legal or payment-processing services. Documents generated by the Service, including invoices, are issued by the Tutor to the Tutor's own clients. The Tutor is solely responsible for their accuracy, for the tax treatment of the Tutor's income and for compliance with applicable law in each jurisdiction in which the Tutor operates.

The Operator does not receive, hold or transmit funds passing between a Tutor and the Tutor's clients.

Authentication is by federated sign-in or single-use email link. The Operator does not store account passwords.

The Tutor is responsible for maintaining control of the email address and federated account used to access the Service, and for all activity conducted under the Tutor's account.

A tutor account is licensed to one natural person. Tutor account access must not be shared with other tutors. The Client Portal is the sole permitted mechanism for granting access to third parties.

The Tutor shall notify the Operator at support@tutello.ae without undue delay upon becoming aware of unauthorised access.

As between the parties, the Tutor retains all right, title and interest in Tutor Content. The Operator acquires no rights in Tutor Content other than the limited rights necessary to host, process, back up, display and transmit it for the purpose of providing the Service, and to act on the Tutor's support requests.

In respect of Client Personal Data, the Tutor acts as data controller and the Operator acts as data processor. The Data Processing Terms at clause 15 govern that processing.

The Tutor warrants and undertakes that:

• (a)the Tutor has a lawful basis for, and where required has obtained the consent of a parent or guardian to, the recording of personal data relating to each student and family entered into the Service;
• (b)the Tutor will limit Client Personal Data to information relevant to the provision of tutoring services;
• (c)the Tutor will not enter special categories of personal data, including data concerning health, religious belief, biometric identifiers or government identification numbers, into free-text fields;
• (d)the Tutor will inform its clients that the Service is used to hold their data and will, on request, direct them to the Privacy Policy.

The Tutor shall indemnify the Operator against loss arising from breach of clause 5.3, save to the extent such loss results from the Operator's own breach of these Terms.

The Tutor shall not, and shall not permit any third party to: use the Service in contravention of applicable law; store personal data without a lawful basis; access or attempt to access data belonging to another Tutor; probe, scan, penetration-test or otherwise test the vulnerability of the Service without prior written consent; impose an unreasonable load on the infrastructure; extract data by automated means; resell, sublicense or white-label the Service; or transmit malicious code.

The Operator may suspend an account where it reasonably believes suspension necessary to protect the Service, another user, or to prevent unlawful activity. Except where immediate suspension is required, the Operator shall give notice of the grounds and a reasonable opportunity to remedy.

The Service is offered with a free trial of thirty (30) days, for which no payment instrument is required. On expiry of the trial, continued use of write functionality requires a paid plan.

Paid plans comprise Founding Lifetime Access, Pro Annual and Pro Monthly, at the fees published at tutello.ae. Fees are stated exclusive of any tax applicable in the Tutor's jurisdiction.

Payment is processed by Stripe, Inc. The Operator does not receive or store complete payment card details.

Subscriptions renew automatically for successive periods until cancelled. The renewal basis and the Refund Policy are disclosed at the point of purchase. Cancellation may be effected at any time from Settings and takes effect at the end of the then-current paid period.

Where a Subscription payment fails, the Operator shall attempt recollection in accordance with the payment provider's retry schedule. Where payment cannot be collected, the account is placed in Read-Only Mode under clause 10.

The Operator may vary the fees applicable to future billing periods on not less than thirty (30) days' written notice. Fee variations do not apply to Founding Lifetime Access holders.

Founding Lifetime Access is a non-recurring plan limited to the first five hundred (500) Tutors to purchase it.

Founding Lifetime Access confers the right to use the Service, including features subsequently added to the equivalent paid plan, without further payment, for so long as the Operator continues to make the Service commercially available. It does not constitute a perpetual licence to software and does not constitute a representation that the Service will remain available indefinitely.

Founding Lifetime Access:

• (a)is personal to the purchaser and may not be assigned, transferred, resold or shared;
• (b)is not subject to fee variation under clause 7.6;
• (c)extends to the Service as it develops, but does not extend to a materially different product, including any multi-tutor or institutional edition, which may be offered separately;
• (d)does not include third-party charges passed through at cost, none of which shall be introduced for existing holders without their prior agreement.

Should the Operator elect to discontinue the Service, the Operator shall: (a) give not less than ninety (90) days' notice by email to the address held on the account; (b) maintain the Service in Read-Only Mode throughout the notice period; and (c) make available an export of Tutor Content in a structured, commonly used, machine-readable format.

Save as provided in clause 11.3, no refund of the Founding Lifetime Access fee is payable after the period specified in the Refund Policy, the fee being consideration for access to an evolving service rather than for a fixed term.

The Operator shall use reasonable endeavours to maintain availability of the Service. No service level or uptime commitment is given. Availability may be affected by maintenance, by faults, and by the availability of third-party infrastructure providers.

The Operator is a sole establishment operated by one individual and is not licensed to employ staff. Support is provided by email at support@tutello.ae, in English and French, on United Arab Emirates business days, on a reasonable-endeavours basis. No response time is guaranteed and no telephone support is offered.

"Read-Only Mode" means a state in which the Tutor retains full rights to view and export Tutor Content but cannot create or modify records.

An account enters Read-Only Mode on expiry of the trial without a paid plan, on cancellation, or where Subscription payment cannot be collected. No Tutor Content is deleted on entry into Read-Only Mode.

Client Portal access is unaffected by the Tutor's billing status.

The Operator shall retain accounts in Read-Only Mode for not less than twelve (12) months. Thereafter the Operator may delete an account that remains unpaid and inactive, on not less than thirty (30) days' prior notice to the account email address.

These Terms take effect on acceptance and continue until terminated.

The Tutor may terminate at any time by ceasing use and requesting account deletion at support@tutello.ae. Deletion is effected in accordance with the Privacy Policy.

The Operator may terminate: (a) on fourteen (14) days' notice where the Tutor commits a material breach capable of remedy and fails to remedy it; or (b) immediately where the breach is incapable of remedy, is unlawful, or presents a security risk. Where the Operator terminates otherwise than for the Tutor's breach, it shall refund the unexpired portion of any Subscription and, in the case of Founding Lifetime Access, a pro-rata portion calculated over thirty-six (36) months from the date of purchase.

Clauses 5, 12, 15 and 16 survive termination.

Nothing in these Terms limits or excludes liability that cannot lawfully be limited or excluded, including liability for fraud or fraudulent misrepresentation, or for death or personal injury caused by negligence.

Subject to clause 12.1, the Service is provided "as is" and "as available". All warranties, conditions and terms implied by statute or common law are excluded to the fullest extent permitted by law. The Operator does not warrant that the Service will be uninterrupted or error-free, or that it will meet the Tutor's particular requirements.

Subject to clause 12.1, the Operator shall not be liable for loss of profit, loss of revenue, loss of business or anticipated savings, loss of goodwill, or any indirect, special or consequential loss, howsoever arising.

Subject to clause 12.1, the aggregate liability of the Operator arising out of or in connection with these Terms in any period of twelve (12) months shall not exceed the greater of (a) the total fees paid by the Tutor to the Operator in that period, and (b) one hundred United States dollars (USD 100).

The Tutor acknowledges responsibility for the accuracy of Tutor Content, including invoiced amounts and tax reporting, and that the Operator is not liable for revenue the Tutor fails to invoice or collect.

The Tutor is responsible for retaining independent copies of Tutor Content required for tax, accounting or legal purposes. The Service provides an export function for that purpose. The Operator's liability for loss of Tutor Content is limited to restoration from the most recent available backup.

A Tutor may invite Portal Users to view records relating to them. The Tutor determines what information is visible and may revoke access at any time.

Portal Users access the Client Portal under the Portal Terms at part B and are not parties to these Terms.

The Tutor remains controller of Client Personal Data displayed in the Client Portal and is responsible for responding to requests from Portal Users concerning it.

The Operator may vary these Terms. Material variations take effect not less than thirty (30) days after notice by email and in-product notice, and require renewed acceptance on next sign-in.

A Tutor who does not accept a variation may terminate under clause 11.2 and, where fees have been paid for a period that will not be used, request a pro-rata refund.

This clause applies where the Operator processes Client Personal Data on behalf of the Tutor and constitutes the parties' data processing agreement.

Particulars. Subject matter: provision of the Service. Duration: the term of the account, plus the retention periods stated in the Privacy Policy. Nature and purpose: hosting, storage, organisation, retrieval, display and transmission of tutoring administration records. Types of personal data: names, contact details, scheduling records, session notes, financial records. Categories of data subject: the Tutor's clients, comprising parents, guardians, adult learners and students, including minors.

The Operator shall process Client Personal Data only on the Tutor's documented instructions, comprising these Terms and the operations available within the Service, save where required otherwise by law, in which case the Operator shall inform the Tutor unless legally prohibited.

The Operator shall ensure that persons authorised to process Client Personal Data are subject to an obligation of confidentiality.

The Operator shall implement appropriate technical and organisational measures, as described in the Privacy Policy.

The Tutor grants general authorisation for engagement of the sub-processors listed in the Privacy Policy. The Operator shall give not less than thirty (30) days' notice before engaging an additional sub-processor, during which the Tutor may object on reasonable data-protection grounds and, failing resolution, terminate without penalty. The Operator remains liable for the acts and omissions of its sub-processors.

The Operator shall, taking into account the nature of the processing, assist the Tutor by appropriate technical and organisational measures in responding to requests from data subjects exercising their rights.

The Operator shall notify the Tutor without undue delay, and in any event within forty-eight (48) hours, upon becoming aware of a personal data breach affecting Client Personal Data, and shall provide such information as the Tutor reasonably requires to comply with its own notification obligations.

On termination the Operator shall delete Client Personal Data in accordance with the retention periods in the Privacy Policy, save where retention is required by law.

The Operator shall make available to the Tutor the information reasonably necessary to demonstrate compliance with this clause.

Entire agreement. These Terms, the Privacy Policy and the Refund Policy constitute the entire agreement between the parties in respect of the Service.

Assignment. The Tutor may not assign these Terms without the Operator's prior written consent. The Operator may assign these Terms in connection with a transfer of the business operating the Service, on notice to the Tutor.

Severance. If any provision is held unenforceable, the remaining provisions continue in full force.

No waiver. Failure to enforce a provision does not constitute waiver of it.

Force majeure. Neither party is liable for failure to perform caused by events beyond its reasonable control.

Notices. Notices to the Operator shall be sent to support@tutello.ae. Notices to the Tutor shall be sent to the email address held on the account.

Governing law and jurisdiction. These Terms are governed by the laws of the United Arab Emirates as applied in the Emirate of Abu Dhabi, and the parties submit to the exclusive jurisdiction of the courts of Abu Dhabi. Nothing in this clause deprives a consumer of the protection of mandatory provisions of the law of their country of residence.