Sfolio Terms & Conditions

Last updated: 9 October 2026

1. Introduction & Acceptance of Terms

These Terms and Conditions ("Terms") govern access to and use of Sfolio, a school management software-as-a-service platform ("Service", "Platform", "Sfolio") owned and operated by Orinno Co. Limited, a company registered in Uganda with its registered office at Plot 21B, Amazon Building, Last Floor, Mbarara City, Uganda [company registration number to follow] ("Orinno", "Company", "we", "us", "our").

These Terms apply to every school, institution, or organisation that registers for or uses Sfolio ("Customer", "School", "you"), and to any individual who accesses the Platform on a School's behalf, including administrators, teachers, bursars, and other staff ("Authorised Users"). By creating an account, clicking "I agree", or otherwise accessing or using Sfolio, the Customer and each Authorised User confirm that they have read, understood, and agree to be bound by these Terms, together with our Privacy Policy and any other policy referenced in them. If you do not agree, you must not access or use the Service.

If you are accepting these Terms on behalf of a school or organisation, you confirm that you have the authority to bind that organisation to these Terms, and "you" in that case refers to both you individually and the organisation.

2. Definitions

"Customer Data" means all data uploaded, entered, or generated within the Platform by or on behalf of a School, including but not limited to student records, academic results, admissions and transfer records, parent and guardian contact details, staff and payroll records (including NSSF and PAYE figures), fee and financial records, and any other personal data of students, parents, staff, or other individuals connected to the School ("Data Subjects").

"Personal Data" has the meaning given in the Data Protection and Privacy Act, 2019 (Uganda), any information relating to an identified or identifiable individual.

"Subscription" means the paid plan under which a School accesses the Service, as set out in Section 7.

"Pilot Period" or "Beta" means any phase of the Service designated as such under Section 3, during which features, pricing, and availability may change without the notice otherwise required under these Terms.

"Confidential Information" means non-public information disclosed by either party to the other in connection with these Terms, including Customer Data, pricing, and technical or business information.

3. The Service & Pilot/Beta Status

Sfolio is a cloud-based platform provided by Orinno Co. Limited to help schools manage academics, admissions, promotions and transfers, student and staff records, fees and payroll, and related administrative functions.

The Service, or parts of it, is currently offered on a pilot/beta basis while Orinno continues to test, refine, and stabilise its features. During the Pilot Period: features may be added, changed, or removed without prior notice; the Service may experience downtime, errors, or data issues as part of ongoing testing; pricing offered during the Pilot Period may not reflect pricing once the Service exits Beta; and Orinno may, at its discretion, designate specific Schools as "pilot schools" under separate or modified commercial terms communicated directly to them.

Orinno will make reasonable efforts to notify Schools before the Service formally exits the Pilot Period and moves to general availability, at which point updated Terms, service levels, and pricing may apply.

4. Account Registration & Eligibility

To use Sfolio, a School must register for an account and provide accurate, current, and complete information about itself and its designated administrator(s). The School is responsible for maintaining the confidentiality of its account credentials and those of every Authorised User it creates, and for all activity that occurs under those accounts, whether or not authorised by the School.

Only a person legally authorised to act on behalf of the School (such as a head teacher, director, proprietor, or appointed administrator) may register the School's account and accept these Terms. The School must notify Orinno promptly, at sfolioappadmin@gmail.com, of any suspected unauthorised access to or use of its account.

Orinno reserves the right to refuse registration, or to suspend or terminate an account, where information provided is false or misleading, or where use of the Service violates these Terms or applicable law.

5. Customer Data, Consent & Data Accuracy

Ownership. As between Orinno and the School, the School owns all Customer Data it uploads to the Platform. Orinno does not claim ownership of Customer Data and will only process it to provide, maintain, and improve the Service, or as otherwise permitted under Section 6 and our Privacy Policy.

The School's consent obligation. The School is solely responsible for obtaining, before uploading any Personal Data to Sfolio, all consents, permissions, and legal rights required under applicable law to collect that data and to share it with Orinno for processing on the Platform. This includes, without limitation, consent from parents or guardians on behalf of minor students, and consent or a lawful basis for processing staff and payroll data. By uploading Personal Data to the Platform, the School represents and warrants to Orinno that it has obtained all such consents and has a lawful basis to do so, and the School agrees to indemnify Orinno against any claim, fine, or loss arising from the School's failure to obtain proper consent.

Data accuracy. The School is solely responsible for the accuracy, completeness, and legality of all Customer Data it or its Authorised Users enter into the Platform, including student records, fee figures, and payroll and statutory deduction (NSSF/PAYE) data. Orinno is not responsible for verifying the accuracy of Customer Data and disclaims liability for any loss arising from inaccurate, incomplete, or outdated data entered by the School or its Authorised Users. Where the Platform performs calculations (such as fee balances, payroll deductions, or statutory contributions) based on data or rates entered or configured by the School, the resulting outputs are only as accurate as that underlying input.

Access and correction. The School is responsible for managing access permissions for its own Authorised Users, and for correcting or removing Customer Data as required by its own obligations to Data Subjects (including honouring requests from parents, students, or staff to access or correct their data).

6. Data Protection & Privacy Commitments

Orinno Co. Limited processes Personal Data in accordance with sound data privacy principles, collecting and using only what is needed to operate the Service, restricting access on a need-to-know basis, and applying reasonable technical and organisational safeguards, and is currently finalising its formal registration as a data collector/processor with Uganda's Personal Data Protection Office (PDPO) under the Data Protection and Privacy Act, 2019. Orinno will update this section and notify Schools once that registration is complete.

Until registration is complete, Orinno's processing of Personal Data on the Platform is provided on the basis described in this section and in our separate Privacy Policy, and Schools should factor this status into their own compliance decisions, including whether and how to notify parents, students, and staff that their data is processed on Sfolio.

Full detail on what data is collected, how it is used, how long it is kept, and the rights available to Data Subjects is set out in Orinno's Privacy Policy, which forms part of these Terms by reference. Where these Terms and the Privacy Policy conflict on data handling, the Privacy Policy governs.

7. Subscription Fees & Payment Terms

Access to Sfolio is provided on a subscription basis, with fees calculated per the pricing plan agreed with the School (typically based on the number of billable students and/or modules enabled), quoted and payable in Ugandan Shillings (UGX) unless otherwise agreed in writing.

Subscription fees are invoiced and due in accordance with the billing cycle agreed at sign-up (for example, monthly or per term). Late or non-payment may result in suspension of access under Section 13, after reasonable notice. Fees already paid are non-refundable except where required by law or expressly agreed by Orinno in writing.

Orinno may change its pricing for future billing periods by giving the School at least [30] days' written notice. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing; a School that does not agree may terminate its subscription before the change takes effect.

All fees are exclusive of any applicable taxes, levies, or duties, which are the responsibility of the School unless otherwise stated.

8. Acceptable Use Policy

The School and its Authorised Users agree not to: use the Service for any unlawful purpose or in violation of any applicable law, including Uganda's Computer Misuse Act; attempt to gain unauthorised access to another School's data or account, or to any part of the Platform's infrastructure not intended for the School's use; probe, scan, or test the Platform's security without Orinno's prior written consent; upload malicious code, or any content that is defamatory, obscene, or infringes a third party's rights; use the Service to harass, discriminate against, or endanger any student, staff member, or other individual; resell, sublicense, or provide third-party access to the Service without Orinno's written consent; or reverse-engineer, decompile, or attempt to extract the source code of the Platform, except where permitted by law.

Orinno may investigate suspected violations of this policy and take appropriate action, including suspending or terminating access under Section 13, and may report unlawful conduct to the relevant authorities.

9. Intellectual Property Rights

The Platform, including its software, source code, design, trademarks (including the "Sfolio" name and logo), and documentation, is and remains the exclusive property of Orinno Co. Limited or its licensors. These Terms grant the School a limited, non-exclusive, non-transferable right to access and use the Service for its own internal school-management purposes during its subscription period; no other rights are granted.

As set out in Section 5, Customer Data remains the property of the School. Orinno may use de-identified, aggregated data derived from Customer Data (which cannot reasonably be used to identify any individual) for analytics, product improvement, and benchmarking purposes.

Any feedback, suggestions, or ideas the School or its Authorised Users provide about the Service may be used by Orinno without obligation or compensation to the School.

10. Service Availability, Support & Disclaimers

Orinno will use reasonable efforts to keep the Service available and performing well, but does not guarantee uninterrupted, error-free, or continuous access. The Service may be unavailable from time to time due to maintenance, updates, third-party hosting or network issues, or circumstances beyond Orinno's reasonable control. No specific uptime percentage or service level is guaranteed during the Pilot Period described in Section 3; a formal service level commitment, if any, will be set out separately once the Service exits Beta.

Support is provided on a reasonable-efforts basis, by email at sfolioappadmin@gmail.com or by phone at +256 750 465 940.

Disclaimer. Except as expressly stated in these Terms, the Service is provided "as is" and "as available", without warranties of any kind, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the fullest extent permitted by applicable Ugandan law. Orinno does not warrant that the Service will be uninterrupted, secure, or free of defects, or that any calculation, report, or figure generated by the Platform (including fee, payroll, NSSF, or PAYE calculations) will be free of error, and the School remains responsible for independently verifying statutory and financial figures before relying on them.

11. Confidentiality

Each party agrees to keep the other's Confidential Information confidential and to use it only to perform its obligations under these Terms, using at least the same degree of care it uses to protect its own confidential information, and no less than reasonable care. This obligation does not apply to information that is or becomes public through no fault of the receiving party, was already known to it without restriction, or is required to be disclosed by law or a valid order of a court or regulator (in which case the disclosing party will, where legally permitted, give the other party prior notice).

This section survives termination of these Terms for a period of [3] years, except for Customer Data containing Personal Data, which remains subject to the confidentiality and deletion obligations in the Privacy Policy for as long as Orinno holds it.

12. Limitation of Liability & Indemnification

To the fullest extent permitted by applicable Ugandan law, Orinno's total liability to the School arising out of or in connection with these Terms or the Service, whether in contract, tort, or otherwise, will not exceed the total subscription fees paid by the School to Orinno in the [12] months immediately preceding the event giving rise to the claim. Neither party will be liable to the other for indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of data, or loss of goodwill, even if advised of the possibility of such damages. Nothing in these Terms limits either party's liability for death or personal injury caused by negligence, fraud, or any liability that cannot lawfully be limited or excluded.

Indemnification by the School. The School agrees to indemnify and hold Orinno harmless from any claim, loss, fine, or expense (including reasonable legal fees) arising from: (a) the School's breach of these Terms, including the consent and data-accuracy obligations in Section 5; (b) Customer Data uploaded by the School or its Authorised Users, including any claim that such data infringes a third party's rights or was uploaded without proper consent; or (c) the School's or its Authorised Users' misuse of the Service in violation of Section 8.

Indemnification by Orinno. Orinno agrees to indemnify the School against third-party claims that the Platform itself (excluding Customer Data and anything provided by the School) infringes a third party's intellectual property rights, subject to the liability cap above.

13. Suspension & Termination

Orinno may suspend a School's access to the Service, with notice where reasonably practicable, where: subscription fees are overdue; the School or an Authorised User breaches these Terms, including the Acceptable Use Policy; Orinno reasonably believes suspension is necessary to prevent harm to the Platform, other Schools, or any individual; or as required by law.

Either party may terminate these Terms for convenience by giving [30] days' written notice. Either party may terminate immediately on written notice if the other party commits a material breach of these Terms that is not cured within [14] days of being notified of it.

On termination, the School's access to the Service will end. Orinno will make Customer Data available for export by the School for a period of [30] days after termination, after which Orinno may delete Customer Data in accordance with its data retention practices described in the Privacy Policy, except where longer retention is required by law. Sections of these Terms that by their nature should survive termination (including Sections 9, 11, 12, and 14) will continue to apply.

14. Governing Law, Dispute Resolution & General Provisions

These Terms are governed by the laws of the Republic of Uganda. The parties will first attempt to resolve any dispute arising out of or relating to these Terms through good-faith negotiation. If a dispute is not resolved within [30] days, it will be submitted to mediation or arbitration in [Kampala, Uganda] under the rules of the Centre for Arbitration and Dispute Resolution (CADER), or, failing agreement to arbitrate, the courts of Uganda will have exclusive jurisdiction.

Changes to these Terms. Orinno may update these Terms from time to time. For material changes, Orinno will give the School at least [14] days' notice (by email or in-app notice) before the changes take effect. Continued use of the Service after that date constitutes acceptance of the updated Terms.

Assignment. The School may not assign or transfer its rights under these Terms without Orinno's prior written consent. Orinno may assign these Terms in connection with a merger, acquisition, or sale of substantially all its assets, with notice to the School.

Severability. If any provision of these Terms is found unenforceable, the remaining provisions remain in full force and effect, and the unenforceable provision will be replaced with one that most closely reflects its original intent.

Entire agreement. These Terms, together with the Privacy Policy and any other policy referenced in them, constitute the entire agreement between the School and Orinno regarding the Service and supersede any prior agreements or understandings on the subject.

Notices. Notices to Orinno should be sent to sfolioappadmin@gmail.com. Notices to the School will be sent to the email address or contact registered on its account.

15. Contact Us

Questions about these Terms, or about Sfolio generally, can be directed to:

Orinno Co. Limited Plot 21B, Amazon Building, Last Floor, Mbarara City, Uganda sfolioappadmin@gmail.com +256 750 465 940