Terms of Service

1.1 Definitions

In these Terms, unless the context indicates otherwise, the following words and expressions shall bear the meanings assigned to them below:

• "Account" means a registered account on the Platform, whether as a Parent, Student, Tutor, or Administrator;
• "AI Tutor" (also called "Nexa") means the artificial-intelligence question-and-answer tool inside the Platform. It is not switched on during the beta and becomes available in Phase 3, as and when made available;
• "Booking" means a confirmed engagement of a Tutor by a Parent for a tutoring Session through the Platform;
• "CAPS" means the South African Curriculum and Assessment Policy Statement issued by the Department of Basic Education;
• "CPA" means the Consumer Protection Act 68 of 2008, as amended;
• "Commission" means the platform handling fee deducted by TutorNexus for the use of the Platform from each Transaction, calculated in accordance with clause 8;
• "Companies Act" means the Companies Act 71 of 2008, as amended;
• "Content" means all text, images, video, audio, files, lesson notes, marketplace resources, ratings, reviews, messages, and other materials made available on or through the Platform;
• "ECTA" means the Electronic Communications and Transactions Act 25 of 2002, as amended;
• “IEB” means the Independent Examinations Board which is a private assessment body in South Africa that conducts examinations for independent and private schools;
• "Information Officer" means the natural person appointed by TutorNexus pursuant to section 56 of POPIA, currently Hareet Shah, contactable at hareet@tutornexus.co.za;
• "Marketplace" means the area of the Platform (available from Phase 2) where Tutors may sell digital learning resources to Parents and Students;
• "Minor" means a natural person under the age of 18 years, in line with section 17 of the Children's Act 38 of 2005;
• "Parent" means a parent or legal guardian who has registered an Account on the Platform on behalf of one or more Students;
• "Platform" means the TutorNexus website at www.tutornexus.co.za, all sub-domains, mobile applications, APIs, and related services operated by TutorNexus, including the Phase 1 MVP, Phase 2 public launch, and Phase 3 features as released from time to time;
• "POPIA" means the Protection of Personal Information Act 4 of 2013, as amended;
• "Privacy Policy" means the TutorNexus Privacy Policy published on the Platform, as amended from time to time;
• "Session" means a tutoring lesson (whether one-to-one, group, seminar, or webinar) booked through the Platform and delivered by a Tutor to a Student or Students by means of the Platform's integrated video-conferencing functionality;
• "Student" means a learner profile created on the Platform by a Parent. Every Student profile stays linked to a Parent Account, whatever the student’s age. A Parent may give a student administrative access, but the Parent remains the contracting party;
• "Subscription" means a paid recurring service plan (Basic, Gold, Diamond, or Family Plan) offered by TutorNexus in accordance with clause 7;
• "Transaction" means any payment made through the Platform, including Subscription fees, Session payments, Marketplace purchases, seminar fees, and wallet top-ups;
• "Tutor" means an independent contractor who has been verified by TutorNexus and is registered on the Platform to offer tutoring Sessions and/or Marketplace Content to Users;
• "Tutor Service Agreement" means the separate independent-contractor agreement between TutorNexus and each Tutor, governing the commercial terms on which the Tutor offers services through the Platform;
• "User" means any person who accesses or uses the Platform, including a Parent, Student, Tutor, visitor, or Administrator;
• "VAT" means value-added tax levied in terms of the Value-Added Tax Act 89 of 1991, as amended;
• "Wallet" means the digital ledger associated with each User's Account, used for funding, escrow, payouts, and refunds in accordance with clause 8;
• "Learning Credits" means the money held in your Wallet. It is money you can spend on the Platform. It is not cash in a bank account and it earns no interest;
• "we", "us", "our" means TutorNexus (Pty) Ltd (Registration Number 2026/285615/07), a private company duly incorporated in the Republic of South Africa;
• "you", "your" means the User to whom these Terms apply.

1.2 Interpretation

• the singular includes the plural and vice versa;
• a reference to any gender includes the other genders;
• headings are for convenience only and do not affect interpretation;
• a reference to a statute is to that statute as amended, re-enacted, or replaced from time to time;
• references to days are to calendar days, unless expressly stated to be business days;
• if any provision is held invalid or unenforceable, that provision shall be severed and the remainder shall continue in full force and effect.

2.1 Who we are

TutorNexus (Pty) Ltd is a private company incorporated in the Republic of South Africa. We operate an online tutoring marketplace platform that connects Parents and Students with independent Tutors offering supplementary education aligned to the CAPS curriculum, and provides supporting digital tools, content, and AI-powered features.

2.2 What the Platform is, and what it is not

The Platform is a technology intermediary. TutorNexus does not itself provide tutoring, teaching, or educational services. Tutors are independent contractors and are not employees, agents, or partners of TutorNexus. TutorNexus is not responsible for, and does not warrant, the conduct, qualifications beyond verified credentials, teaching quality, or pedagogical outcomes of any Tutor. Each Booking forms a direct contract between the Parent (or Student aged 18 or older) and the relevant Tutor, with TutorNexus acting solely as the platform that facilitates discovery, payment, and communication.

2.3 Phased rollout of features

Features are released in three phases. Some features described in marketing materials may not yet be available depending on the Phase active at the time of your use. The current rollout schedule is:

• Phase 1 - Minimum Viable Product (Target: beta launch 6 October 2026): Account registration, Tutor verification, Tutor profile creation, real-time availability calendar, instant Booking, Wallet/payments, dispute handling, refund management, ratings, subscription tiers, video sessions, transaction history, calendar integration, secure two-factor authentication, blog, help center, FAQs, contact form, and parental controls.
• Phase 2 - Public Launch (Target: January 2027): Tutor matchmaking algorithm, Marketplace, performance-based visibility boost, analytics dashboards, parent-tutor messaging, careers, group session enhancements, and saved/favourited tutors.
• Phase 3 - Total Package (Target: April 2027): AI Tutor, gamification system, daily games, leaderboards, webinars and seminars, forum discussion center, partner discounts, referral programme, and premium subscription features.

References in these Terms to features shall only be activated in accordance with the release dates stated above.

2.4 The beta (6 October 2026)

From 6 October 2026 we run a beta with partner schools. During the beta: only Grade 10 CAPS Mathematics content is loaded; learners at partner schools get the gold plan free using a school code; a progress report is sent every Sunday to the Parent, and to that learner's assigned schoolteacher and assigned Tutor; and some of the features listed above are still switched off. Beta features may change at short notice. Everything else in these Terms still applies during the beta.

2.5 Statutory information (section 43, ECTA)

In accordance with section 43 of ECTA, the following information is disclosed:

• Name of supplier: TutorNexus (Pty) Ltd
• Registration number: 2026/285615/07
• Information Officer / general contact: hareet@tutornexus.co.za
• Customer support: info@tutornexus.co.za
• Website: www.tutornexus.co.za
• Description of services: online tutoring marketplace, digital learning resources, AI-powered educational support, and related Subscriptions, all as described in clause 2.
• Physical address for service: P O BOX 21174, The Fig Tree, 6033
• Manner of payment: secure card, EFT, and instant-EFT processed through our appointed payment processor – Paystack - and any backup or successor processor that we appoint and disclose from time to time
• Complaints procedure: see clause 17.

3.1 Eligibility

• Parents and Tutors must be at least 18 years old and have the legal capacity to enter into binding contracts in the Republic of South Africa.
• Students may be Minors aged 13–18, however students must have a parent/guardian linked to their account even if they are 18.
• Every User under 18 is a Minor and cannot enter into a binding contract without the assistance and verifiable consent of a parent or legal guardian. A 'self-managed' Student profile is an operational convenience only; it does not give the Minor contractual capacity. Parents/Guardians can elect through in-app settings to afford a student administrative access, however the Parent/guardian remains the contracting party and remains responsible for all activity and charges on the Account.
• By registering, you warrant that all information you provide is true, accurate, current, and complete, and that you will keep it up to date.

3.2 Registration information

To register, you will be required to provide:

• for Parents: full name, mobile number (a South African number during the beta; the Platform only accepts +27 numbers today), email address, password (minimum 8 characters with one uppercase letter, one lowercase letter, and one digit), and province;
• for Tutors: in addition to the above, your South African ID number (13 digits, validated by Luhn algorithm), an uploaded copy of your South African ID document, your relevant academic qualifications, and a valid Police Clearance Certificate, which is compulsory from the beta for every Tutor who teaches a Minor (see clause 3.4);
• for Students (created by Parent): first name, last name, grade (8–12), subjects, learning style, relationship type (parent / guardian / grandparent / other), and academic goals.

3.3 Account security

• You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your Account.
• You accept full responsibility for all activities, charges and actions that occur under your account whether or not authorized by you.
• You must notify us immediately at info@tutornexus.co.za if you suspect any unauthorized access to your Account.
• We strongly recommend that you enable two-factor authentication where offered. From Phase 1, two-factor authentication is available; from Phase 2, it may be made mandatory for Tutor Accounts.
• You may not share, sell, transfer, or assign your Account to any other person.

3.4 Verification of identity (Tutors)

All Tutors must complete identity verification before any Tutor profile becomes visible in search results or available for Booking. Verification includes:

• validation of the South African ID number;
• review of the uploaded ID document by an authorized TutorNexus administrator;
• a valid Police Clearance Certificate (PCC). From the beta, no Tutor may teach a Minor without a valid PCC on record. Tutors with a valid PCC show a "Safety Verified" badge;
• from Phase 2: Police Clearance Certificate becomes mandatory for new Tutor registrations, and existing Tutors are given a 90-day grace period within which to comply;
• a Tutor whose PCC is missing or out of date cannot be booked for a Session with a Minor until a valid one is on record;
• until verification is complete, a Tutor's profile remains in PENDING_VERIFICATION status and is not visible to Users.

Important: TutorNexus's verification process is intended as a reasonable safeguard but does not constitute an absolute guarantee of any Tutor's competence, character, or fitness to teach. Parents are encouraged to use the Platform's review system, messaging (as and when made available), and dispute mechanism (clause 9) to make informed decisions. TutorNexus reiterates that its role is to act as an intermediary and not as the employer or agent of the tutors who elect to make use of the platform. Verification is carried out at the point of onboarding and is a point-in-time check; TutorNexus does not conduct continuous criminal-record monitoring and does not warrant a Tutor's ongoing fitness. Parents remain responsible for supervising sessions involving their child.

4.1 Parental consent

In compliance with section 35 of POPIA and the Children's Act 38 of 2005, the personal information of any Minor may only be processed by us with the verifiable consent of a competent person (the Minor's parent or legal guardian).

• By registering a student who is a Minor, you confirm that you are the Parent or legal guardian of that Minor and that you grant your verifiable consent to the collection, processing, storage, and limited sharing of the Minor's personal information for the purposes set out in our Privacy Policy.
• Consent may be withdrawn at any time. Withdrawal of consent will result in deletion of the student profile and associated personal data, save where retention is required by law (for example, financial records under the Tax Administration Act 28 of 2011).
• You also agree that we may share that Student's weekly progress report with the student’s assigned schoolteacher and with the Tutor assigned to that Student. You may stop this at any time by emailing info@tutornexus.co.za. We share nothing else about your child with them.

4.2 Parental control over the Student Account

Throughout the lifetime of the Student Account, the Parent retains full control. Without limitation, Parents may:

• review, correct, or delete the student profile at any time;
• approve or reject Bookings (the "approve tutors before sessions" feature, as and when made available);
• view all Session attendance, transaction history, and progress reports;
• block or report any Tutor through the in-Platform reporting tool;
• as and when made available, communicate directly with Tutors through the in-Platform messaging system;
• withdraw consent and request deletion in accordance with clause 14 (Termination) and the Privacy Policy.

4.3 Code of Conduct

All interactions involving Minors are subject to a Code of Conduct that prohibits:

• any sharing of private contact details (personal phone numbers, email addresses, social-media handles, or home addresses) between Tutor and Student or Tutor and Parent outside the Platform's controlled channels;
• any meeting between a Tutor and a Minor outside the Platform's online sessions, save with explicit written authorization by the Parent;
• any conduct of a sexual, abusive, exploitative, threatening, or grossly inappropriate nature;
• any solicitation of off-Platform tutoring (a non-circumvention obligation that is mirrored in the Tutor Service Agreement);
• any breach of South African law, POPIA, CPA, ECTA, the Cybercrimes Act 19 of 2020 or otherwise.

4.4 Reporting and escalation

Any User who suspects abuse, exploitation, or harm to a Minor must report the concern immediately through the in-Platform reporting tool and to info@tutornexus.co.za. TutorNexus will:

• acknowledge reports within 48 hours of receipt during business hours;
• conduct an internal investigation, including suspension of the implicated Account where appropriate;
• report any suspected criminal conduct to the South African Police Service in accordance with the Children's Act 38 of 2005 and other applicable law;
• our Safeguarding Officer is Nathan Isaac (Chief Legal Officer). He is responsible for the Code of Conduct and for the reporting procedure and is reachable at info@tutornexus.co.za.

6.1 How a Booking is formed

A Booking is formed when:

• a Parent (or a Student who has been given administrative rights by their Parent) selects a Tutor, a date, a time slot, and a Session type (one-to-one or group);
• the Wallet contains sufficient funds, or payment is successfully processed via Paystack; and
• the system displays a confirmation page including the meeting link, session details, and an .ics calendar file.

A Booking constitutes a binding contract between the Parent (or the Student acting on the Parent's administrative rights) and the Tutor, on the terms displayed at the time of Booking.

6.2 Minimum lead time

You may book a Session at any time before it starts. You cannot book a Session that has already started.

6.3 Group sessions

• Group sessions accommodate between 2 and 5 Students;
• the per-Student price for a group session is calculated as 75% of the Tutor's solo rate, rounded down to the nearest Rand, with a floor of R37 per Student;
• all Students in a group session must be in the same grade;
• if fewer than 2 Students have booked a group session 24 hours before the start time, the Tutor will be notified and may elect to proceed or cancel (in which case full refunds are issued).

6.4 Cancellation and refund policy

In compliance with sections 17 and 47 of the CPA, you have the right to cancel any advance Booking, subject to a reasonable cancellation charge. The cancellation policy is as follows:

• Cancellation more than 24 hours before the Session: 100% refund to the Parent; the Tutor receives no payment.
• Cancellation less than 24 hours before the Session: no refund to the Parent; the Tutor receives the full net portion (i.e. the amount paid less the applicable Commission).
• The Parent may ask for that money back within 48 hours after the Session was due to end. The Tutor then has 48 hours to accept or decline. If the Tutor says nothing, the request is declined and a warning is placed on the Tutor's profile. Three warnings send that Tutor to our admin team for review.
• If the Tutor accepts, the money is paid into the Parent's Learning Credits and taken back from the Tutor.
• A Parent whose request is declined may still complain to us at info@tutornexus.co.za. Three complaints against the same Account, whether a Parent, Student or Tutor Account, flag that Account for review as a possible abuser of this policy.
• Student no-show (the student does not attend without cancelling): no refund to the Parent; the Tutor receives the full net portion.
• Tutor cancellation (at any time, for any reason): 100% refund to the Parent; the Tutor receives no payment and may incur a penalty against the Tutor's engagement score.
• Tutor no-show (verified by absence of more than 10 minutes from the start of the Session): automatic 100% refund to the Parent; the Tutor receives no payment.
• Force majeure (load-shedding, a network failure, illness or anything else outside either party's control): the Session is moved free of charge or refunded in full to Learning Credits. No warning and no penalty is recorded against either party.
• The Cancellation Policy and the Refund Policy published on the Platform form part of these Terms. They say the same thing as clause 6.4 in more detail.

6.5 Rescheduling

Either party may propose a reschedule. The other party has 24 hours to accept or decline. If accepted, the Booking is moved without a refund cycle. If declined, the original Booking remains in force, subject to clause 6.4.

6.6 Recording of Sessions

Sessions are not recorded by default. Recording is permitted only with the express, prior, and informed consent of all participating parties (Parent, Student, and Tutor), in accordance with POPIA and the Regulation of Interception of Communications and Provision of Communication-Related Information Act 70 of 2002.

7.1 Tier structure

TutorNexus offers the following Subscription tiers, available per Student. One Subscription covers every subject that Student takes. A Parent with two or more Students buys the Family Plan:

• Basic: Free. Includes Account registration, Tutor search and comparison, instant Booking with pay-per-Session, parental controls, ratings, and limited AI Tutor prompts (from Phase 3).
• Gold: R199 per month per Student. Includes all Basic features, full resource library, video library, priority Tutor matching (Phase 2), seminar discounts (Phase 3), Marketplace discounts, and exam booster Sessions.
• Diamond: R299 per month per Student. Includes all Gold features, unlimited AI Tutor access (Phase 3), advanced analytics, personalized study plans, grade-level insight reports, and exclusive content bundles.
• Family Plan: a discount of 15% applies where two or more Students are registered under the same Parent Account.
• Annual billing: a 20% discount (equivalent to two months free) applies to annual subscriptions paid upfront.

All prices are quoted in South African Rand (ZAR) and do not include VAT, because TutorNexus is not registered for VAT. Prices may change with at least 30 days' written notice; existing Subscribers will be billed at the previous price for the remainder of their current billing cycle.

During the beta, Grade 10 learners at our partner schools get the Gold plan free using their school code. No card and no payment is needed for that.

7.2 Free trial

We do not offer a free trial.

7.3 Billing, retries, and grace period

• Subscriptions are billed monthly in advance (or, for annual Subscriptions, annually in advance) through Paystack Recurring or such other payment processor as we may use from time to time.
• If a payment fails, the payment processor retries it automatically. We email you once, on the day it fails.
• If the payment still does not go through, you get 3 days' grace with your features still on. After that the Subscription moves to the Basic tier.
• There is no subscription pause. Cooling-off is dealt with in clause 7.4.
• No refunds will be given for partial use of a paid month, except where the cancellation arises from a material breach by TutorNexus or where required by the CPA.

7.4 Cancellation of Subscription

You may cancel a monthly Subscription at any time. It keeps working until the end of the month you have already paid for and then stops. No cancellation penalty applies to a monthly Subscription.

In accordance with section 14 of the CPA, you may cancel an annual Subscription at any time on 20 business days' written notice. A reasonable cancellation penalty may apply, calculated in accordance with regulation 5 of the Consumer Protection Regulations.

Within 7 calendar days of first subscribing, you may cancel and receive a full refund (cooling-off, ECTA s44). Thereafter a month-to-month Subscription may be cancelled at any time and ends at the close of the paid month, with no refund for the unused part of that month except as the CPA requires. The 20 business days' notice and cancellation penalty in CPA s14 apply only to annual Subscriptions.

8.1 Wallet

Each User has a Wallet, which is a digital ledger maintained by TutorNexus. The Wallet may hold positive balances arising from top-ups, refunds, or (for Tutors) earnings net of Commission. The Wallet is not a bank account. Funds in the Wallet do not bear interest. TutorNexus holds funds payable to Tutors in escrow during the post-Session dispute window.

The money in your Wallet is called your Learning Credits.

8.2 Wallet limits and operations

• Minimum deposit (top-up): R100 per transaction;
• Maximum top-up: R10,000 per transaction and R20,000 per day;
• Minimum withdrawal: R100 (Parents and Tutors);
• your first withdrawal to any new bank account must be approved by a TutorNexus finance administrator, whatever the amount. Withdrawals normally take up to 3 business days;
• Withdrawals are made by EFT to the User's verified South African bank account.
• you may have only one withdrawal request running at a time;
• you may make up to 3 top-ups a day and 10 a calendar month. Accounts less than 90 days old have tighter limits;
• we pay the deposit fee on your first 5 top-ups each calendar month. From the 6th top-up you pay it, and we show you the fee before you confirm;
• the person withdrawing pays the withdrawal fees;
• a balance under R100 cannot be withdrawn through the Platform. Email info@tutornexus.co.za and we will look at it. If we release it, we charge 20% of the amount plus the bank's EFT charge, and the total fees will never be more than 30% of the amount.

8.3 Commission

TutorNexus charges Commission on each Transaction in the following base rates:

• Tutoring Sessions: between 9% and 18% of the Session price, depending on how many Sessions the Tutor has completed (see below);
• Marketplace sales: 25% of the gross sale price;
• Seminars and webinars (from Phase 3): 30% of the gross seminar price.

A Tutor's Commission goes down as the Tutor completes more Sessions on the Platform:

• 0 to 49 Sessions (Starter): the Tutor keeps 82%, Commission is 18%;
• 50 to 149 Sessions (Bronze): the Tutor keeps 83%, Commission is 17%;
• 150 to 349 Sessions (Silver): the Tutor keeps 85%, Commission is 15%;
• 350 to 749 Sessions (Sapphire): the Tutor keeps 87%, Commission is 13%;
• 750 to 1,499 Sessions (Platinum): the Tutor keeps 89%, Commission is 11%;
• 1,500 Sessions or more (Legend): the Tutor keeps 91%, Commission is 9%.

The rate is fixed at the moment of Booking. A tier can only go up, never down. The same ladder is set out in the Tutor Service Agreement.

In no event shall the Commission on Sessions fall below 9%. Commission rates may be revised by TutorNexus on at least 30 days' written notice; any change shall apply only to Transactions concluded after the effective date of the change.

8.4 Release of Tutor earnings

Following a completed Session, the corresponding amount (less Commission) is held in escrow for 48 hours to allow either party to raise a dispute. After 48 hours, where no dispute has been raised, the funds are credited to the Tutor's Wallet and become available for withdrawal. 'Escrow' here means an internal ledger hold within TutorNexus's safeguarded FNB account structure - it is not a separate trust or third-party escrow account. After the 48-hour hold and subject to no dispute, funds become available; the timing of any withdrawal then depends on batch approval and normal bank settlement (about T+2).

8.5 Refunds

Refunds, where due in terms of clause 6, are credited back to the Parent's Wallet immediately upon processing. The Parent may elect to retain the funds in the Wallet for future Bookings or to request a payout to the Parent's bank account, subject to the bank's processing times and applicable fees. Refunds are credited to your TutorNexus Wallet only. You may then withdraw your Wallet balance to your verified South African bank account through the standard withdrawal flow, subject to the withdrawal fee and to recovery of the original deposit fee on any unspent deposited funds (clause 8.2.1). Funds are never refunded directly to a card or bank account.

8.6 Currency, taxes, and invoicing

• All amounts are denominated in South African Rand (ZAR);
• Prices are inclusive of VAT once TutorNexus is registered for VAT under the VAT Act; TutorNexus is not currently registered for VAT, so prices do not include VAT. If and when TutorNexus registers for VAT, prices will be treated as VAT-inclusive at the prevailing rate and we will give at least 30 days' notice of any resulting price change.
• Tutors are independently responsible for declaring and paying their own income tax. Where a Tutor's annual taxable supplies exceed the VAT registration threshold (currently R2.3 million, raised from R1 million on 1 April 2026), the Tutor must register for VAT and account for VAT on their net earnings; TutorNexus is not responsible for the Tutor's tax compliance;
• Ask us for a tax invoice at info@tutornexus.co.za and we will send it. Invoices will be in your dashboard from January 2027.

8.7 Payment processing

All card and EFT payments are processed by Paystack. TutorNexus does not store your full card details. By making a payment, you agree to the terms and privacy policy of the relevant payment processor.

9.1 Dispute window

Either a Parent (or qualifying Student) or a Tutor may raise a dispute concerning a completed Session within 48 hours of the scheduled end time. Recognized dispute categories are:

• no-show by the other party;
• lesson quality;
• technical issue (e.g. failure of video conferencing);
• payment dispute;
• breach of the Code of Conduct (clause 4.3);
• other (if deemed reasonable in the sole discretion of TutorNexus).
• Disputes and refunds are handled in accordance with the Dispute Resolution Policy and Refund Policy, which are incorporated into these Terms by reference, including the anti-abuse review that applies where a User submits three or more complaints or refund requests (see clause 6.4).

9.2 Process

• Once a dispute is raised, the disputed amount is frozen in escrow.
• A TutorNexus administrator will review the dispute within 5 business days.
• The administrator may rule in favour of the Parent (resulting in a full or partial refund), in favour of the Tutor (releasing the frozen funds), or grant a partial resolution.
• Both parties will be notified of the outcome, with reasons.

9.3 TutorNexus is not an arbitrator

TutorNexus's role in dispute resolution is to administer the platform-level dispute mechanism described above. It is not TutorNexus's role to act as an arbitrator or adjudicator of substantive disputes between Users. Where a dispute cannot be resolved through the platform mechanism, Users retain all rights to pursue legal remedies, including recourse to the National Consumer Commission, mediation, arbitration, or the courts.

10.1 Marketplace

Upon implementation of TutorNexus’ marketplace platform, Tutors may sell their own digital learning resources (e.g. notes, summaries, practice materials) through the Marketplace. By submitting a resource for listing, the Tutor warrants that:

• the Tutor is the sole author and owner of the resource (or has all necessary licenses from any third-party rights holders);
• the resource does not infringe any third party's copyright, moral rights, or other intellectual property;
• the resource is accurate, age-appropriate, and aligned to the CAPS curriculum where so represented;
• the resource is not defamatory, misleading, or unlawful.

All Marketplace resources are reviewed by TutorNexus before publication. TutorNexus may reject, edit, or remove any resource that, in our reasonable opinion, fails to meet our quality, safety, or legal standards. Marketplace resources are watermarked and remain available for download in the buyer's library indefinitely, subject to clause 10.4.

10.2 AI Tutor

The AI Tutor is a feature to be implemented by TutorNexus that uses artificial intelligence to generate explanatory responses to subject-matter queries. You acknowledge and accept that:

• AI-generated responses may be inaccurate, incomplete, or out of date, and must not be relied upon as a substitute for professional educational advice or formal teaching;
• you should always cross-check AI-generated outputs against official curriculum materials and your school's resources;
• queries submitted to the AI Tutor are filtered for age-appropriateness; however, no automated filter is perfect, and you should report any inappropriate output through the Platform's reporting tool;
• Subscription tier determines the daily quota of AI Tutor prompts (currently 5 per day for Basic, 30 for Gold, and 100 for Diamond);
• queries and responses may be retained in anonymized form to improve the AI model, in accordance with the Privacy Policy.

10.3 User-Generated Content

If you submit, post, or upload Content (including ratings, reviews, forum posts, marketplace materials, lesson notes, or messages), you grant TutorNexus a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use, reproduce, modify, distribute, and display that Content for the purpose of operating, promoting, and improving the Platform. You retain all underlying ownership rights in your Content. The license ends when you delete the Content or close your Account, except for residual backup copies purged within 90 days and copies we must retain by law. We will not use a Minor's Content for marketing without separate parental consent, and we honour your POPIA deletion rights.

You warrant that you have all rights necessary to grant this license, and that your Content does not infringe any third party's rights or violate any law. You are solely responsible for your Content and indemnify TutorNexus against any claim arising from it.

TutorNexus may, but is not obliged to, monitor, edit, or remove Content that, in our reasonable opinion: (a) violates any law; (b) infringes a third party's rights; (c) is defamatory, obscene, abusive, threatening, or grossly inappropriate; (d) breaches these Terms or the Code of Conduct; or (e) is otherwise objectionable.

10.4 TutorNexus's intellectual property

All Platform software, source code, design, graphics, trademarks (including "TutorNexus" and the TutorNexus logo), trade dress, the structure and selection of CAPS-aligned content, the AI Tutor model, the matchmaking algorithm, the gamification system, the wallet and commission engine, and all other elements of the Platform are owned by or licensed to TutorNexus and are protected by South African and international intellectual property law. You may not, without our prior written consent:

• copy, modify, distribute, sell, lease, sub-license, or create derivative works of the Platform or its Content (other than Content for which you hold the rights);
• reverse-engineer, decompile, or disassemble any part of the Platform;
• use any automated means (such as bots or scrapers) to access, copy, or extract data from the Platform;
• use the TutorNexus name, logo, or trademarks in any manner that suggests affiliation, endorsement, or sponsorship without our written consent.

10.5 Curriculum content

The curriculum content is based on CAPS and IEB study content are sourced from publicly released materials of the Department of Basic Education and IEB respectively; and are cited as such. TutorNexus does not warrant the accuracy of any externally sourced material and accepts no liability for errors or omissions in third-party content including that proffered by Tutors.

11.1 Consequences of breach

Without prejudice to any other rights or remedies, TutorNexus may, in its sole discretion:

• suspend or terminate any Account that breaches these Terms;
• withhold or forfeit any earnings or refunds reasonably attributable to the breach;
• report the breach to law enforcement or any relevant regulatory body;
• commence civil proceedings to recover damages or to obtain interdictory relief;
• publish a user’s status as terminated for breach to other Users where reasonably necessary to protect them.

13.1 No warranties on tutoring outcomes

THE PLATFORM AND THE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. To the maximum extent permitted by South African law (including the implied warranty of quality under section 56 of the CPA), TutorNexus does not warrant that:

• any specific Tutor will deliver a particular standard of teaching, examination outcome, or academic improvement;
• any AI-generated response will be accurate, complete, or current;
• the Platform will be uninterrupted, error-free, or free of malicious code; or
• any Content sourced from third parties (including DBE past papers and YouTube videos) will be accurate, current, or fit for any particular purpose.

13.2 Implied warranties under the CPA

Nothing in these Terms is intended to limit or exclude any implied warranty, condition, or right that you have in terms of the CPA, the ECTA, POPIA, or any other applicable law that cannot be lawfully limited or excluded. In particular, the implied warranty of quality under section 56 of the CPA, that goods and services are fit for their intended purpose, is preserved to the extent that the relevant transaction falls within the scope of the CPA.

13.3 Limitation of liability

SUBJECT TO CLAUSE 13.2 AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, TUTORNEXUS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE FOR: (a) any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, goodwill, or business opportunity; (b) any harm caused by the act, omission, negligence, breach of contract, or delict of any Tutor or other User; (c) any failure or delay in providing the Platform attributable to causes beyond our reasonable control (including force majeure events such as load-shedding, network outages, third-party service failures, civil unrest, or natural disaster); (d) any unauthorized access to your Account where the unauthorized access is attributable to your failure to keep your credentials secure.

Our total aggregate liability to any one User in respect of all claims arising from or in connection with the Platform in any 12-month period shall not exceed the lesser of the total fees paid by that User to TutorNexus in the 12 months immediately preceding the event giving rise to the claim and R5,000. Nothing limits liability for fraud, gross negligence, willful misconduct, death or personal injury caused by our negligence, or any liability that cannot lawfully be limited (including under the CPA and POPIA).

13.4 Indemnity

YOU INDEMNIFY AND HOLD HARMLESS TUTORNEXUS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS from and against any claim, demand, loss, damage, cost, or expense (including reasonable legal costs on an attorney-and-own-client scale) arising out of or in connection with: (a) your breach of these Terms; (b) your breach of any law; (c) your User-Generated Content; (d) any dispute between you and another User; or (e) any negligent or willful misconduct on your part.

14.1 Termination by you

You may close your Account at any time by using the in-Platform deletion function or by emailing info@tutornexus.co.za. On account closure:

• any positive Wallet balance owed to you (less any disputed amounts and any amounts withheld for tax or legal compliance) will be paid out to your verified bank account within 30 days;
• future Subscription billing will be cancelled, but no refund is given for the unused portion of the current month, save where required by the CPA;
• personal information will be soft deleted for 30 days and then permanently deleted, save where retention is required by law (e.g. financial records under the Tax Administration Act or other applicable legislation).

14.2 Termination or suspension by TutorNexus

We may suspend or terminate your Account, with or without notice, where:

• you have materially breached these Terms;
• we have reasonable grounds to suspect fraud, money laundering, or other unlawful conduct;
• we are required by law, regulator, or court order to do so;
• the Account has been inactive for 12 consecutive months.

14.3 Effect of termination

Termination does not affect any rights, obligations, or liabilities that have accrued prior to the termination, nor any provisions of these Terms which by their nature are intended to survive termination, including clauses 10.4 (intellectual property), 11 (conduct), 12 (privacy), 13 (limitation of liability), and 16 (governing law).

16.1 Governing law

These Terms are governed by and construed in accordance with the laws of the Republic of South Africa.

16.2 Internal complaints procedure

Before instituting formal proceedings, you must first lodge a complaint with us through info@tutornexus.co.za or the in-Platform complaints form (in compliance with section 45 of ECTA). We will acknowledge your complaint within 3 business days and aim to resolve it within 15 business days.

16.3 Mediation

If the complaint is not resolved internally, the parties will attempt to resolve the dispute by good-faith mediation administered by a suitably qualified mediator, or advocate with in excess of 15 years’ experience, or such other mediator as the parties may agree in writing, for a period of not less than 30 days.

16.4 Arbitration or court

If mediation fails, the dispute may be referred to:

• arbitration administered by the Association of Arbitrators South Africa; or
• the High Court of South Africa, Eastern Cape Division, Gqeberha, which the parties consent to as the court of competent jurisdiction.

16.5 CPA-protected rights

Nothing in this clause prevents a User who is a consumer (as defined in the CPA) from:

• approaching a consumer court or ombud established under section 82 of the CPA;
• lodging a complaint with the National Consumer Commission;
• approaching the small claims court for matters within its monetary jurisdiction;
• lodging a complaint with the Information Regulator in respect of any breach of POPIA.

16.6 Urgent interim relief

Notwithstanding clauses 16.2–16.4, either party may apply to a competent court for urgent interim relief (including an interdict) at any time.

18.1 Entire agreement

These Terms, together with the Privacy Policy and any Tutor Service Agreement (where applicable), constitute the entire agreement between you and TutorNexus in respect of the subject matter, and supersede all prior negotiations, representations, and agreements.

18.2 Severability

If any provision is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force. The parties will negotiate in good faith to replace the severed provision with one that achieves, as nearly as possible, the original intent.

18.3 No waiver

No failure or delay by TutorNexus in exercising any right under these Terms shall operate as a waiver of that right.

18.4 Assignment

You may not cede or assign your rights or obligations under these Terms without our prior written consent. We may cede or assign our rights and obligations to any successor, affiliate, or acquirer without your consent, provided that the cession does not materially diminish your rights.

18.5 Electronic communications

In accordance with the ECTA, you consent to receiving communications from us in electronic form (including email, in-Platform notifications, and SMS), and agree that all electronic agreements, notices, and other communications satisfy any legal requirement that they be in writing or be signed.

18.6 Force majeure

Neither party shall be liable for any failure or delay in performance arising from a force majeure event, being any event beyond the reasonable control of the affected party, including (without limitation) load-shedding, internet or telecommunications outages, third-party service failures, civil unrest, pandemic, fire, flood, earthquake, war, sabotage, or governmental action. The affected party must notify the other promptly and use reasonable efforts to mitigate the effects.

18.7 No employment, agency, or partnership

Nothing in these Terms creates an employment, agency, partnership, joint venture, or franchise relationship between TutorNexus and any User. Tutors are independent contractors as expressly set out in clauses 2.2 and 5.

18.8 Language

These Terms are drafted in English. Where TutorNexus offers a translation in another official South African language, the English version shall prevail in the event of any conflict.