Terms of Service

1. Definitions

• “EdHubAI”, “we”, “our”: EdHub AI Limited, a company registered in England and Wales.
• “Service”: the EdHubAI platform, including web applications, APIs, the Gmail add-in, the Outlook add-in, and related documentation.
• “School”: the educational institution or organisation that subscribes to the Service and acts as data controller for school data.
• “User”: any individual granted access by a School to use the Service (administrators, staff, teachers, applicants, parents, guardians).
• “Applicant”: a prospective student whose details are entered into the Gateway admissions module.
• “Guardian”: a parent or legal guardian associated with an applicant or enrolled student.
• “Content”: all data uploaded to or generated by the Service, including school records, applicant data, files, and communications.

2. Acceptance & changes

By accessing or using the Service you agree to be bound by these Terms. If you accept on behalf of a School, you represent that you have authority to bind that School. We may amend these Terms with 30 days' notice for material changes; continued use after the effective date constitutes acceptance. If you disagree, you may terminate per section 12.

3. Eligibility & account responsibilities

• You must be at least 18 to register a Service account on a School's behalf.
• You must provide accurate registration information and keep it current.
• You are responsible for the security of your credentials and all activity under your account.
• You must notify us promptly of any suspected unauthorised use.
• One School account per legal entity unless otherwise agreed in writing.

4. Subscription, fees, & billing

Subscription fees, billing frequency, applicable modules, and Service levels are set out in your Master Subscription Agreement (MSA) or Order Form. Where no separate MSA exists, our standard online pricing applies. Trial accounts are provided for evaluation purposes only and are subject to usage limits.

All fees are exclusive of applicable taxes unless stated otherwise. Late payment may result in suspension after 30 days' written notice.

5. Acceptable use

You agree NOT to:

• Use the Service for any unlawful purpose or in violation of these Terms
• Scrape, crawl, or harvest data outside documented APIs and rate limits
• Reverse engineer, decompile, or attempt to derive source code
• Probe, scan, or test the vulnerability of the Service without written consent
• Upload malware, viruses, or content designed to disrupt the Service
• Resell, sublicence, or redistribute Service access without written consent
• Use the Service to store, transmit, or publish illegal, defamatory, or harmful content
• Impersonate any person or misrepresent your affiliation with a School
• Abuse, harass, or threaten any other User
• Exceed documented API rate limits or use the Service in a way that imposes unreasonable load

6. Customer data ownership (we are the processor)

The School retains full ownership of all Content it submits to the Service. We act as a data processor under the School's instructions and the data processing terms set out in the MSA or our standard Data Processing Agreement. Schools are responsible for the lawfulness of the data they submit and for obtaining any necessary consents from data subjects.

7. Intellectual property

The Service — including its design, source code, features, branding, documentation, and underlying intellectual property — is owned by EdHub AI Limited and protected by copyright, trademark, and other laws. Subject to your continued compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, revocable licence to use the Service for its intended purpose during your subscription. The School retains ownership of its Content; nothing in these Terms transfers Content ownership to us.

8. Confidentiality

Each party shall protect the other's confidential information with the same degree of care it uses for its own (no less than reasonable care), use it only for purposes contemplated by these Terms, and not disclose it to third parties except sub-processors under equivalent obligations or as required by law. School Content is confidential by default.

9. Warranties & disclaimers

We warrant that the Service will materially conform to the documentation and will be provided with reasonable care and skill. Save for the foregoing, the Service is provided “as is” and we disclaim all other warranties to the maximum extent permitted by law, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the Service will be uninterrupted or error-free.

10. Limitation of liability

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential, or punitive damages, nor for lost profits, revenues, or data. Our aggregate liability for any claim arising out of or in connection with these Terms shall not exceed the fees paid by the School to EdHubAI in the 12 months preceding the claim. Nothing in these Terms limits liability for death or personal injury caused by negligence, fraud, or any other liability that cannot be excluded by law.

11. Indemnification

Each party shall indemnify the other against third-party claims arising from its breach of these Terms or its violation of applicable law. The School shall indemnify EdHubAI against claims arising from the Content it submits or instructs us to process. EdHubAI shall indemnify the School against claims that the Service (excluding Content and third-party components) infringes a UK or EU intellectual property right.

12. Termination

Either party may terminate for material breach not cured within 30 days' written notice. We may suspend access without notice for security incidents, non-payment beyond 30 days, or violations of section 5 (Acceptable Use). On termination we will provide data export facilities for 30 days. After 30 days Content is permanently deleted in accordance with our retention policy (see Privacy Policy §6).

13. Governing law & jurisdiction

These Terms are governed by the laws of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales, except that EdHubAI may bring proceedings in the jurisdiction where the School is established to enforce payment of undisputed fees or to seek injunctive relief.

14. Dispute resolution

Before bringing a claim, the parties will attempt to resolve disputes through good-faith discussions for at least 30 days. If unresolved, disputes may be escalated to mediation under the Centre for Effective Dispute Resolution (CEDR) rules. Nothing in this clause prevents either party from seeking injunctive relief at any time.

15. Add-in-specific terms (Gmail & Outlook)

The EdHubAI Gateway inbox add-in for Gmail (distributed via Google Workspace Marketplace) and the EdHubAI Gateway inbox add-in for Outlook (distributed via Microsoft AppSource) are provided as part of your Gateway subscription. No additional fee is charged for the add-ins.

Use of the add-ins is subject to:

• These Terms in their entirety
• Our Privacy Policy §14 (add-in data flow disclosure)
• The Google Workspace Marketplace program policies and Google API Services User Data Policy (for the Gmail add-in)
• The Microsoft Commercial Marketplace certification policies and Office Add-in policies (for the Outlook add-in)

The add-ins are thin clients over the Gateway API. They do not introduce new data processing beyond what your School has already authorised under its MSA / DPA with EdHubAI. Uninstalling the add-in revokes the related OAuth grant immediately; no separate offboarding action is required.

If Google or Microsoft removes the add-in from its marketplace, we will provide 15 days' notice and direct users to the standalone Gateway web application, which retains identical functionality.

16. Miscellaneous

• Entire agreement: these Terms, together with the MSA / Order Form / DPA, are the entire agreement between the parties.
• Assignment: neither party may assign without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.
• Severability: if any provision is unenforceable, the remainder remains in effect.
• No waiver: failure to enforce a right is not a waiver of that right.
• Force majeure: neither party is liable for delays caused by events outside its reasonable control.

17. Contact