Tutor Agreement

This Tutor Agreement ("Agreement") is between Testlyn LLC, a Wyoming limited liability company, 30 N Gould St Ste N, Sheridan, WY 82801, USA ("Testlyn", "we"), and the person who publishes a tutor profile on Testlyn ("you"). You accept it by ticking the acceptance box and publishing your profile. It includes the Commission Policy, the Code of Conduct and Child Safety Policy, the Verification and Badge Policy, the Terms of Service and the Privacy Policy. If any of those documents conflict with this Agreement on a matter concerning tutors, this Agreement wins, except that the Commission Policy wins on rates.

1. Definitions

• Marketplace: Testlyn Tutors, where students find and book tutors.
• Student: a person who books you on Testlyn, or the parent who books for a child.
• Marketplace student: a student who first booked you after finding you on Testlyn, rather than through your personal link.
• Own student: a student who first booked you through your personal link, as defined in the Commission Policy.
• Services: lessons, trial lessons, lessons from packages and group courses you provide to students booked through Testlyn.
• Earnings: the price paid for a completed Service minus the commission.

2. Your status

2.1 You are an independent contractor. Nothing in this Agreement makes you an employee, worker, partner, franchisee or agent of Testlyn, and you are not entitled to wages, benefits, holiday pay or expenses from Testlyn.

2.2 You decide whether to accept students, your prices within the limits shown in Teach, your availability, your teaching methods and materials. Testlyn does not set your hours, supervise how you teach or require a minimum number of lessons.

2.3 You may teach elsewhere, including on other platforms, subject only to section 9.

2.4 You provide your own computer, internet connection, video tool and teaching materials.

3. Eligibility and your profile

3.1 You must be at least 18 years old and legally able to provide teaching services and receive payment in the country where you live.

3.2 Everything you state on your profile and in verification must be true and current. You must not claim a qualification, score, title or experience you do not have. Badges are granted only by Testlyn under the Verification and Badge Policy.

3.3 Your display name may be a first name with an initial, or a nickname. It must not include a title (Dr., Professor, Official), a test score, or another person's name. You may change it once in any 6 months.

3.4 Your profile, photo and video must not include phone numbers, email addresses, social media handles, links to other websites or payment details.

3.5 You grant Testlyn a worldwide, non-exclusive, royalty-free licence, for as long as your profile is published and 90 days after, to display, reproduce, translate, crop and promote your profile content (display name, photo, headline, description, video, prices, availability, badges, rating and hours taught) on Testlyn and in marketing for Testlyn. You keep ownership of that content.

4. How bookings work

4.1 Students book open times from the weekly availability you set. A booking is confirmed once the student has paid. You are responsible for keeping your availability accurate.

4.2 You must deliver every confirmed Service at its scheduled time, for its full scheduled length, through the meeting link shown to the student.

4.3 Group courses: you set the course details in Teach. A course runs only after you confirm it when the minimum number of seats is paid. Once confirmed, the class and its students appear in Teach and you must deliver all sessions as described.

5. Payments through Testlyn

5.1 Limited payment collection agent. You appoint Testlyn as your limited agent solely to accept payments from students for your Services. Payment received by Testlyn from a student settles the student's obligation to pay you for that Service. You must not ask a student to pay you again, or to pay any amount outside Testlyn, for a Service booked through Testlyn.

5.2 How you are paid depends on where you live.

5.3 Stripe payouts. Payment processing services for tutors on Testlyn are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement or continuing to operate as a tutor on Testlyn, you agree to be bound by the Stripe Services Agreement, as it may be modified by Stripe from time to time. As a condition of Testlyn enabling payment processing services through Stripe, you agree to provide Testlyn accurate and complete information about you and your business, and you authorize Testlyn to share it and transaction information related to your use of the payment processing services provided by Stripe. The Stripe Privacy Policy applies to the information Stripe collects. When a Service paid by card is marked completed, your Earnings for it are transferred to your Stripe account, and Stripe pays your balance to your bank on the weekly schedule shown in your Stripe dashboard.

5.4 Wise payouts. Every Monday, Testlyn LLC sends by Wise the Earnings for card-paid Services completed and not under dispute up to the end of the previous Sunday (UTC), if they total at least 20 US dollars; smaller amounts are carried to the next week. Testlyn pays the Wise transfer fee. Earnings are converted to your bank's currency at Wise's rate on the day of transfer. You must keep your bank details in Teach accurate; Testlyn is not responsible for a payment sent to details you gave us.

5.5 Completion. You or the student mark a Service completed after its start time. If neither does, Testlyn may mark it completed 48 hours after its scheduled end unless a problem has been reported.

5.6 Holds and reversals. If a student reports a problem within 24 hours after a Service, Testlyn may withhold the related Earnings until the problem is decided (within 7 days). If Testlyn decides a refund is due under the Refund and Cancellation Policy after Earnings have been transferred, Testlyn may reverse a Stripe transfer or deduct the amount from your future Earnings.

5.7 Chargebacks. If a student's bank reverses a payment:

• because the Service was not delivered or not as described, the amount and the bank's dispute fee are recovered from your Earnings;
• because of card fraud or a reason unrelated to your Service, Testlyn bears the loss.

5.8 Lessons paid in Vietnamese dong. Services paid by bank transfer in VND are sold to the student by Công ty TNHH Ngoại Ngữ 8020 ("8020 English"). You are paid for those Services by 8020 English only if you have signed the Tutor Services Agreement with 8020 English and it has been approved; until then, VND prices are not shown on your profile. Sections 5.1 to 5.7 do not apply to VND payments; the agreement with 8020 English does.

5.9 Currency. Card prices are in US dollars. Stripe or Wise converts payouts to your bank's currency at its rate; any fee your own bank charges to receive the money is yours.

6. Commission

Testlyn keeps the commission set out in the Commission Policy from each payment. The rate is stored on each booking when it is made. The commission rate that applies to you, or to any student–tutor pair you are part of, will never be raised. Payment processing fees on marketplace Services are paid by Testlyn.

7. Cancellations and reliability

7.1 Students may cancel under the Refund and Cancellation Policy. When a student cancels at least 12 hours before a lesson, you are not paid for it. When a student cancels later or does not attend, you are paid in full.

7.2 If you cannot teach a booked Service, cancel it in Teach as early as possible. The student is refunded in full.

7.3 If you do not join a Service within 10 minutes of its start, it counts as a no-show and the student is refunded in full.

7.4 Reliability rules. In any rolling 60 days: 3 or more cancellations made less than 12 hours before the start, or 2 or more no-shows, lead to your profile being hidden from search for 14 days. Repeated breaches may lead to termination under section 14.

7.5 Group courses: if you cancel a course before confirmation, every seat is refunded and you receive nothing. After confirmation you must deliver the course; if you stop part-way, students are refunded for undelivered sessions and the amount is recovered from your Earnings.

8. Standards of teaching and conduct

8.1 You will teach with reasonable skill and care, prepare for each Service and treat students with respect.

8.2 You will comply with the Code of Conduct and Child Safety Policy, including its rules for lessons with students under 18.

8.3 Academic integrity. You must not take an exam, test or assessment for a student, write work a student will submit for a grade as their own, share live exam content, or help a student cheat.

8.4 Recording. You must not record a lesson unless the adult student has clearly agreed in writing on Testlyn before the lesson, and never when the student is under 18.

8.5 Compliance. You are responsible for holding any licence, registration or background check the law of your country requires for private tutoring, including for teaching children.

9. Keeping marketplace students on Testlyn

9.1 For 12 months after your first Service with a marketplace student, you will not offer, accept or arrange tutoring with that student, or anyone booking for them, outside Testlyn, and you will not invite them to pay you directly.

9.2 This section does not apply to your own students.

9.3 A breach lowers your position in search and, if repeated, may lead to termination. Testlyn will not charge you a fee or penalty for a breach.

9.4 You must not use Testlyn messages, notes or class tools to share contact details with a marketplace student for the purpose of moving lessons off Testlyn.

10. Student information

10.1 In delivering Services you receive students' names, notes, progress data and, in Teach, their work. You will use this information only to teach the student through Testlyn, keep it confidential and secure, not copy it outside Testlyn, and delete any copy you hold when you stop teaching that student.

10.2 You will not contact a student for marketing or any reason unrelated to their lessons.

10.3 If you believe student information has been exposed or misused, tell Testlyn within 48 hours at [email protected].

10.4 Testlyn processes your personal data as described in the Privacy Policy. Verification documents are handled by our verification provider; Testlyn keeps only the result.

11. Teaching materials and content

11.1 You keep ownership of materials you create. You give students the right to use materials you share with them for their own study.

11.2 You may use Testlyn practice content only inside Testlyn (for example, by assigning sets in Teach). You must not copy, export, publish or sell it.

11.3 You must not upload materials that infringe copyright, including scanned commercial textbooks or official test papers you do not have the right to share.

12. Reviews and ranking

12.1 Students who complete a Service may review it. You may reply once to a review. You must not offer anything in exchange for a review, write reviews of yourself, or ask students to change a review.

12.2 Testlyn removes reviews that break the rules in the Marketplace Terms for Students. Testlyn does not remove reviews because they are negative.

12.3 Search order is based on the factors listed in the Marketplace Terms for Students. You cannot pay for a higher position.

13. Taxes

13.1 You are responsible for reporting and paying all taxes, social contributions and fees on your Earnings in every country where they apply, and for any registration as a self-employed person or business that the law requires.

13.2 You will provide tax information requested by Testlyn or Stripe, including a Form W-9 if you are a US person or a Form W-8BEN if you are not. Unless you tell us otherwise in writing, you confirm that you perform your Services from outside the United States.

13.3 Testlyn may report your Earnings to tax authorities where the law requires, including on Form 1099-K or 1099-NEC for US persons, which Testlyn files through Stripe. Testlyn may withhold tax from Earnings only where the law requires it.

13.4 For VND payments, Vietnamese personal income tax is withheld by 8020 English under the Tutor Services Agreement with 8020 English.

14. Suspension and termination

14.1 You may end this Agreement at any time by unpublishing your profile and cancelling your future Services. Services already confirmed must either be delivered or cancelled with a full refund to students.

14.2 Testlyn may end this Agreement for convenience with 30 days' notice by email.

14.3 Testlyn may suspend or end this Agreement immediately, and hide your profile, if you: provide false information or documents; commit a serious breach of the Code of Conduct or Child Safety Policy; engage in fraud, harassment or academic dishonesty; are the subject of credible safety concerns; repeatedly breach sections 7 or 9; or if the law or Stripe requires it.

14.4 Testlyn tells you the reason for a suspension or termination, unless the law prevents it or telling you would put a person at risk, and you may reply to [email protected] within 14 days to ask for a review.

14.5 Permanent removal for false documents or a child-safety breach is tied to your verified identity. A person removed permanently may not open another tutor account.

14.6 After termination, Earnings for Services completed before termination are paid, less amounts owed to Testlyn or held for disputes. Sections 5.6, 5.7, 9, 10, 11, 13 and 15 to 18 survive.

15. Liability

15.1 You are responsible for the Services you provide and for your conduct towards students.

15.2 You will indemnify Testlyn against claims, losses and reasonable legal costs arising from your breach of this Agreement, your violation of law or the rights of others, or your conduct during Services.

15.3 To the fullest extent the law allows, Testlyn is not liable to you for loss of profits, loss of students, loss of reputation or any indirect loss, and Testlyn's total liability to you under this Agreement in any 12 months is limited to the commission Testlyn received from your Services in those 12 months, or 100 US dollars if greater.

15.4 Nothing in this Agreement limits liability for fraud, or for death or personal injury caused by negligence, or any other liability that cannot be limited by law.

16. Changes

16.1 Testlyn may update this Agreement by publishing a new version and emailing you at least 30 days before it takes effect. If you do not agree, you may end this Agreement before the change takes effect. Continuing to accept bookings after that date means you accept the new version.

16.2 No change will raise the commission rate that applies to you (section 6).

16.3 Testlyn may make a change with less notice where the law, a regulator or Stripe requires it, or to address a safety risk.

17. Notices

Testlyn sends notices to the email address of your Testlyn account. You send notices to [email protected]. A notice by email is received on the business day after it is sent.

18. Law and disputes

18.1 This Agreement is governed by the laws of the State of Wyoming, USA, without regard to conflict-of-law rules.

18.2 Before starting any legal claim, each party will first try to resolve the dispute by writing to the other and negotiating in good faith for 30 days.

18.3 Disputes not resolved under 18.2 are decided by the state or federal courts located in Wyoming, unless mandatory law of your country of residence gives you the right to bring the claim in your local courts.

19. General

This Agreement, with the documents listed at the top, is the whole agreement between you and Testlyn about the marketplace. If a court finds a part invalid, the rest remains in force. Testlyn may transfer this Agreement to a company that takes over the marketplace, with notice to you. You may not transfer your profile or this Agreement. Failure to enforce a right is not a waiver of it. The English version prevails over any translation.