Legal
Teacher Partner Agreement
Version 2026-09-11. This English version is authoritative; any translation is for convenience only.
Last updated
1. Parties and Acceptance
This Agreement is between Asia Pathway (Business Number 733789879, 28 Rosebank Drive, Toronto, Ontario, Canada) and you, the teacher named on your Asia Pathway account. By accepting it in the teacher portal, you agree to be bound by it.
2. Independent Contractor
You are an independent contractor, not an employee or agent of Asia Pathway. You control how you provide your services and are responsible for your own taxes.
3. Marketplace Model
Asia Pathway is the customer-facing merchant of record. Asia Pathway collects the full amount a student pays and remits your net payout to you.
4. Commission
Asia Pathway retains a commission of 10% of the gross amount of each sale, calculated before payment processing costs.
5. Payment Processing Allocation
Asia Pathway recovers an estimate of 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.
6. 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 account after a successful payment; the processor pays out to your bank on its schedule.
7. Refunds, Chargebacks, and Clawback
If a sale is refunded, charged back, or disputed, your payout for that sale is reversed. Asia Pathway may recover the amount from your connected balance, future payouts, or you directly.
8. Taxes
You are responsible for all taxes on amounts you receive, including income tax and any GST/HST, VAT, or equivalent. Asia Pathway may withhold or report where required by law.
9. Your Content
You keep ownership of your content and grant Asia Pathway a licence to host, display, and distribute it to operate and promote the marketplace.
10. Student Data
You will use student data only to provide your services and will follow applicable privacy law and platform policies.
11. Term and Termination
Either party may terminate on notice. Asia Pathway may suspend or terminate immediately for breach, fraud, legal risk, or conduct harmful to students. You keep payouts for completed sales, less reversals and amounts owed.
12. Liability and Indemnity
Each party's liability is limited as set out in the Agreement. You indemnify Asia Pathway for claims arising from your content, services, or breach.
13. Governing Law
This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there. Disputes are resolved by negotiation, then binding arbitration in Toronto, Ontario, Canada, under the rules of the ADR Institute of Canada (ADRIC).
14. Amendments and Electronic Acceptance
Asia Pathway may amend this Agreement and will require re-acceptance of material changes. Your electronic acceptance is recorded with the version, date, and technical details, and is binding.