Legal
Teacher Partner Agreement
Version 2026-09-13 (v2.0). This English version is authoritative; any translation is for convenience only.
Last updated
1. Parties and acceptance
This Teacher Partner Agreement (the "Agreement") is between WonderMaple Inc., operating as Asia Pathway (Business Number 733789879RC0001), 28 Rosebank Drive, Toronto, Ontario M1B 5Z1, Canada ("Asia Pathway", "we", "us"), and you, the teacher named on your Asia Pathway account ("you"). By accepting this Agreement in the teacher portal, you agree to be bound by it. If you are accepting on behalf of a business, you confirm you are authorised to bind that business, and "you" includes it.
2. Independent contractor
You are an independent contractor. Nothing in this Agreement creates an employment, agency, partnership, joint venture or fiduciary relationship between you and Asia Pathway. You control how, when and where you provide your services, provide your own equipment and internet connection, and are free to offer services elsewhere. You are responsible for your own taxes, contributions, benefits and insurance. You are not entitled to employee benefits, vacation pay, notice of termination beyond what this Agreement provides, or any similar entitlement. You will not describe yourself as an employee or agent of Asia Pathway.
3. Your eligibility and warranties
You represent and warrant, on an ongoing basis, that: you are legally entitled to provide your services and to work as an independent contractor in your jurisdiction; you have the qualifications, skills and any licences or right-to-work status you claim or that the services reasonably require; the information on your profile is true and not misleading; and you will comply with all laws that apply to you and with Asia Pathway's platform policies as updated from time to time. You will keep your profile and credentials accurate and tell us promptly if anything changes.
4. Marketplace model and merchant of record
Asia Pathway operates the platform and is the customer-facing merchant of record for lessons booked through it. Asia Pathway collects the full amount a student pays and remits your net payout to you as set out below. Asia Pathway does not guarantee any level of bookings, income, or student numbers, and may change platform features, pricing structures and policies on reasonable notice.
5. Commission
Asia Pathway retains a commission of 10% of the gross amount of each sale, calculated before payment processing costs. We may change the commission rate on at least 30 days' notice; a change does not affect bookings already made before it takes effect.
6. Payment processing allocation
Asia Pathway recovers an estimate of the third-party payment processing cost from the gross amount. After the processor reports the actual cost, the difference is credited to you or deducted from your future payouts.
7. Net payout
Your net payout is the gross amount minus the 10% commission and the payment processing allocation. Asia Pathway routes it to your connected payment account after a successful student payment; the payment processor pays out to your bank on its own schedule. You are responsible for maintaining a valid connected account and for any fees your bank or the processor charges you. Asia Pathway is not responsible for delays caused by the processor or your bank.
8. Refunds, chargebacks and clawback
If a sale is refunded, charged back, or successfully disputed, your payout for that sale is reversed. Asia Pathway may recover the reversed amount, plus any related processor fees or penalties, from your connected balance, from your future payouts, or from you directly, and you agree to pay any shortfall on demand. Decisions about student refunds under our published Refund Policy are made by Asia Pathway.
9. Taxes
You are responsible for all taxes on amounts you receive, including income tax and any GST/HST, VAT or equivalent, and for any registration, collection, remittance and reporting required of you. Asia Pathway may withhold, collect, remit or report amounts where required by law. You will indemnify Asia Pathway against any tax, contribution, penalty, interest or claim (including any claim that you were an employee) that arises because of your status, your services, or your failure to meet your own tax or contribution obligations.
10. How you provide services
You will provide your services professionally, lawfully, and with reasonable skill and care, and will honour lessons you have accepted. You will follow the Lesson & Class Policies, including the rules on cancellation, rescheduling and conduct. You will not collect payment from a student outside the platform for lessons arranged through it, and will keep communication with students on the platform or through channels Asia Pathway permits.
11. Conduct, safety and safeguarding
You will treat students and Asia Pathway staff with respect and will not engage in any abusive, harassing, discriminatory, dishonest or unlawful conduct. Where you provide lessons to students under 18: you confirm you are willing to undergo, and will cooperate with, any background or identity screening we reasonably require; you will keep all communication with the student on the platform or through channels the student's parent or guardian has approved; you will not arrange to contact or meet a minor privately or off-platform; and you will report any safeguarding concern to us immediately. You acknowledge that a breach of this section is a fundamental breach permitting immediate termination and that we may report serious concerns to the appropriate authorities.
12. Non-circumvention
For the duration of this Agreement and for 12 months afterwards, you will not solicit, encourage or accept an arrangement to provide, to a student introduced to you through the platform, lessons or services outside the platform in a way that avoids Asia Pathway's commission. If you breach this section, Asia Pathway may charge the commission it would have earned, in addition to any other remedy.
13. Confidentiality
You will keep confidential all non-public information you obtain through the platform, including student information, pricing, business methods and any information marked or reasonably understood to be confidential, and will use it only to provide your services. This obligation continues after this Agreement ends. It does not apply to information that is or becomes public through no fault of yours, or that you are required to disclose by law.
14. Your content and intellectual property
You keep ownership of the teaching materials and other content you create ("Your Content"). You grant Asia Pathway a worldwide, non-exclusive, royalty-free, sublicensable licence to host, store, reproduce, display, distribute and promote Your Content to operate and market the platform and your listings, during the term and for a reasonable period afterwards to the extent needed for records and existing materials. You warrant that Your Content is original or properly licensed, does not infringe any third party's rights, and does not breach any law. Asia Pathway owns the platform itself and its trademarks, and this Agreement grants you no rights in them beyond using them as needed to provide your services.
15. Student data and privacy
You will use student personal information only to provide your services through the platform, will not use it for your own marketing or disclose it to anyone, will keep it secure, and will comply with applicable privacy law and Asia Pathway's Privacy Policy and platform policies. You will not retain student personal information after it is no longer needed for a lesson, or after this Agreement ends, except where the law requires. You will notify Asia Pathway without delay if you become aware of any loss or unauthorised access involving student information.
16. Suspension, term and termination
This Agreement continues until terminated. Either party may terminate on reasonable notice. Asia Pathway may suspend or terminate immediately, and remove your listings, for breach of this Agreement, fraud, a safeguarding or safety concern, legal or reputational risk, or conduct harmful to students or to Asia Pathway. On termination you must stop using the platform and student information; you keep payouts for lessons properly completed before termination, less any reversals, clawbacks and amounts you owe us. Sections 2, 8, 9, 12, 13, 14, 15, 17, 18 and 19 survive termination.
17. Liability and indemnity
To the fullest extent permitted by law, Asia Pathway is not liable to you for any indirect, incidental, special or consequential loss, or for lost profit, income or opportunity, and our total liability to you for any matter arising out of this Agreement will not exceed the total commission we retained from your sales in the three (3) months before the event giving rise to the claim. You will indemnify and hold harmless Asia Pathway and its directors, officers and staff against any claim, loss, liability, cost or expense (including reasonable legal fees) arising from your services, Your Content, your breach of this Agreement or of any law, or any claim that you were an employee. Nothing in this section limits liability that cannot lawfully be limited.
18. Governing law and disputes
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, without regard to conflict-of-laws principles. The parties will first try to resolve any dispute by good-faith negotiation for 30 days. Any dispute not resolved will be finally settled by binding arbitration seated in Toronto, Ontario, before a single arbitrator, in English, under the Arbitration Rules of the ADR Institute of Canada (ADRIC), and the award is final and binding. Either party may seek injunctive relief from a court to protect confidential information or intellectual property. Any claim must be brought within two (2) years after it arose.
19. General
This Agreement, together with the platform policies it refers to, is the entire agreement between you and Asia Pathway about its subject matter. If any provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the rest remains in force. A failure to enforce a provision is not a waiver of it. You may not assign this Agreement without our written consent; we may assign it to an affiliate or in connection with a sale or reorganisation of our business. We may give you notice through the platform or by email, and such notice is effective when sent.
20. Amendments and electronic acceptance
Asia Pathway may amend this Agreement and will require re-acceptance of material changes before you continue to offer lessons. Your electronic acceptance is recorded with the version, date and technical details, and is binding. Continuing to provide services after a change takes effect confirms your acceptance of it. This English version is authoritative; any translation is provided for convenience only.
21. Contact
WonderMaple Inc. (o/a Asia Pathway), 28 Rosebank Drive, Toronto, Ontario M1B 5Z1, Canada. Telephone: +1 647-237-3989. Email: [email protected].