Instructor Terms and Conditions

If you are an Instructor, these Instructor Terms & Conditions (the “Instructor Terms”) contain the terms and conditions of Your participation as an Instructor via HeSheLearn’s Services. This is a binding agreement between you and HeSheLearn and is incorporated by reference into HeSheLearn’s Terms of Use (“Terms of Use”).

Any version of these Instructor Terms in a language other than English is provided for convenience and you understand and agree that the English language will control if there is any conflict.

1. Key Definitions

"Base Price" means the course price set by the Instructor.

"Base Currency" means the currency of the Base Price.

"Base Exchange Rate" means a system-wide rate used by HeSheLearn for foreign currency conversion and does not include any fee or mark-up by HeSheLearn. The rate is established using one or more third parties and is fixed periodically. Accordingly, the Base Exchange Rate may not be identical to the applicable market rate in effect at the specific time a foreign currency conversion is processed.

"Instructor Revenue" shall mean Net Amount less any refunds paid, as provided in Section 10 of the Terms of Use.

"Gross Amount" means the amount actually received by HeSheLearn for purchases by Students for Your Course. Please note that for mobile application sales, mobile platforms apply fees, such as Apple’s App Store or Google Play.

"Net Amount" means Gross Amount, less (1) Taxes; (2) for web sales, a three percent (3.8%) payment fee and adminstrative handling fee ;and (3) any amounts paid in connection with HeSheLearn’s Marketing Programs if You choose to opt-in (as further described below).

"Sale Price" means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, HeSheLearn will determine the Sale Price based on the applicable Base Exchange Rate.

"Sale Currency" means the currency of the sale. This is determined by the country of origin of the User purchasing the Course.

All other capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in HeSheLearn’s Terms of Use.

2. Agreement

As an Instructor You are contracting directly with Ponder Deep Limited, a company in Hong Kong. Additionally, although We may utilize other subsidiaries to facilitate Your payments, Your contract remains between You and Ponder Deep Limited.

3. Your Relationship with Students

Instructors do not have a direct contractual relationship with Students. The only information You will receive about Students is what is provided to You through the Services (“Student Related Data”). You understand and agree that You will indemnify HeSheLearn for any issues arising out of Your use of any Student Related Data.

4. Obligations

As an Instructor, You represent, warrant, and covenant that:

  1. You will visit and complete the Instructor enrollment form;
  2. You will be responsible for all of Your Submitted Content. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorize HeSheLearn, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Services in the manner contemplated by these Instructor Terms;
  3. No Submitted Content shall infringe or misappropriate any intellectual property right of a third party;
  4. You have the required qualifications, credentials and expertise, including without limitation, education, training, knowledge, and skill sets, to teach and offer the services You offer on Your Course and through the Services;
  5. You will not post or provide any inappropriate, offensive, racist, hateful, sexist, pornographic, false, misleading, incorrect, infringing, defamatory or libelous content or information;
  6. You will not upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes or any other form of solicitation (commercial or otherwise) through the Services or to any User;
  7. You will not use the Services for any business other than for providing tutoring, teaching and instructional services to Students;
  8. You will not engage in any activity that will require HeSheLearn to obtain any licenses from or pay any royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings;
  9. You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Company Content and/or the Services or operations thereof, except as permitted in these Instructor Terms;
  10. You will not frame or embed the Services in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Services;
  11. You will not impersonate another person or gain unauthorized access to another person's Account;
  12. Your use of the Services are subject to HeSheLearn's approval, which We may grant or deny in Our sole discretion;
  13. You will not introduce any virus, worm, spyware or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Services or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services;
  14. You will not interfere with or otherwise prevent other Instructors from providing their services or Courses;
  15. You will maintain accurate Account information;
  16. You shall respond promptly to Students and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;
  17. You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to these Instructor Terms, as well as all other of Our terms and policies as shall be posted on Our Services from time to time, and will assume responsibility and liability for Your performance and compliance hereunder.
  18. You should not encourage students to learn in any platforms other than or offline. You should not provide any information of classes and courses that are not in HeSheLearn. If your student attend thoses classes or courses led by the information that you provide, your would be responsble for losses caused to HeSheLearn.
  19. You should not provide any contact infomation to the students, including but not limited to phone number, Whatsapp number, facebook or linkedin.

5. License to HeSheLearn

You hereby grant HeSheLearn a worldwide, non-exclusive, royalty-free right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content through the Services, and sublicense it to Users for these purposes directly or through third parties. For more information on how we may use Submitted Content please visit Our Privacy Policy. Notwithstanding the foregoing, and subject to the Instructor Terms, if you are an Instructor, unless specifically stated otherwise, You have the right to remove all or any portion of Your Submitted Content from the Services at any time. Removal of Your Submitted Content will terminate the foregoing license and rights sixty (60) days after such removal as to new Users, provided, however, that any rights given to Users prior to that time will continue in accordance with the terms granted to such Users.

You hereby agree that We may record all or any part of any Courses (including voice chat communications) for quality control and delivering, marketing, promoting, demonstrating or operating the Services. You hereby grant HeSheLearn permission to use Your name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.

6. Trust & Safety

By agreeing to these Instructor Terms, You also agree to abide by the Trust & Safety policies. Please check both periodically as there will be minor changes made to the policies and restricted list from time to time. HeSheLearn reserves the right to remove Courses and Instructors at its sole discretion, as described in Our Terms of Use.

7. Pricing

As an Instructor, You will be responsible for selecting the Base Price You charge Students for Your Course(s). You agree to charge only for your course. You may not charge separately for any course add-ons such as downloadable PDFs or other content and services (such as providing a link to a third party service to sell downloadable PDFs). The Company will handle billing and other fee interaction with Students. When the Sale Currency is different than the Base Currency, HeSheLearn will determine the Sale Price using the exchange rate. The Company reserves the right to make changes to the price structure at any time.

As part of Your participation on HeSheLearn, You give Us permission to share Your Course, and information about You and the Course with HeSheLearn employees and selected partners, for which You will not receive compensation.

HeSheLearn offers certain programs that can help you market your Courses (“Marketing Programs”). Marketing Programs may include, but are not limited to, HeSheLearn's Deals Program and Marketing Boost Program. The complete list and terms of the currently available Marketing Programs are available under our Pricing and Promotions Policy, which may be updated from time to time. If You choose to participate, the fee You receive from HeSheLearn will be in accordance with the terms of the particular Marketing Program that applies to the sale of Your Course. You may opt out of any Marketing Programs at any time, provided however, if you do opt-out of a Marketing Program, your Course will remain subject to any sales, campaigns, or promotions under any Marketing Programs that apply to Your Course that are active at the time you opt-out until the completion of such sales, campaigns, or promotions. In addition, you acknowledge and accept that certain sales, campaigns or promotions may be limited in applicability and not all sales, campaigns, or promotions will apply to Your Course.

You acknowledge that the amounts paid by Students for Courses sold through Marketing Programs are not fixed, and HeSheLearn has the sole discretion to determine those amounts and which Courses to offer as part of such Marketing Programs. Further, HeSheLearn does not guarantee any minimum level of success in connection with the Marketing Programs, and its selection of Courses to include is not an endorsement of those Courses, or of You. If You do not wish to participate in certain Marketing Programs, log into Your Account and opt out of them.

You may be able to increase Your sales by promoting Your Courses by using a coupon code that You have created on HeSheLearn. For additional information on Instructor created coupons please see Our Pricing and Promotions Policy.

8. Payments

If you are not opted into any of HeSheLearn’s optional Marketing Programs, you are entitled to the Net Amount received for Your Course, less any applicable deductions such as Student refunds. The Net Amount would be the fees paid by the students minus the comissions earned by HeSheLearn and the payment fees charged by the payment provider. HeSheLearn reserves the right to change this payment percentage. If HeSheLearn changes the commission fee, we will notify you via email or prominent notice on the Services.

So that Company can pay you in a timely manner, you must have a bank account in Hong Kong or a bank account outside Hong Kong that is supported by TransferWise. Payment will be made within 14 days after the 1-on-1 class has ended or all the lessons in the group course has ended. If there is any dispute of the course raised by the students or the Instructor, the corresponding payment would be held until the dispute is resolved. You are responsible for providing Company with all identifying and tax information necessary for the payment of amounts due.

As an Instructor, you are responsible for determining whether you are eligible to be paid by a Hong Kong company.

9. Refunds

As an Instructor, you acknowledge and agree that Students have the right to file a complaint when the course is not as described. HeSheLearn has the final right to determine on the resolution on the complaint which may result in refunds.  Neither Instructors nor HeSheLearn shall receive any payments, fees or commissions for any transactions for which a refund has been granted pursuant to section 10 thereof. In the event that a Student requests a refund for a Course after HeSheLearn has sent an Instructor payment for that Course, HeSheLearn reserves the right to either (1) deduct the amount of such refund from the next payment to be sent to that Instructor, or (2) require that Instructor to refund any amounts refunded to Students for Instructor's Course to the extent no additional payments are due from HeSheLearn to Instructor or such payments due to the Instructor are insufficient to cover the amounts refunded to Students.

10. Taxes

You understand and agree that You are responsible for any taxes on Your income. We reserve the right to withhold payment if we do not receive proper tax documentation.

In the event that the sale or delivery of a Course or any Submitted Content to any Student is subject to national, state, or local sales or use taxes, value added taxes, or other similar taxes (collectively, “Transaction Taxes”), under applicable law, HeSheLearn will collect and remit the Transaction Taxes to the competent tax authorities for such sales. HeSheLearn may at its own discretion increase the Sale Price where HeSheLearn determines that Transaction Taxes may be due.

11. Deletion of Your Account

If You wish to delete Your Instructor Account, You may contact our support team. We will use commercially reasonable efforts make any remaining scheduled payments due and owing to You prior to deleting Your Account. You hereby understand and agree that if Student(s) have previously enrolled to Your Course(s), after Your Account has been deleted Your name and such Course(s) will remain accessible to those such Students who enrolled to Your Course(s). Should You require any assistance or encounter any difficulty in deleting Your Instructor Account You may also contact Us via email at, and We will make commercially reasonable efforts to respond to Your request.

12. Modifications to These Instructor Terms

From time to time, We may update these Instructor Terms to clarify our practices or to reflect new or different practices, such as when We add new features, and HeSheLearn reserves the right to modify and/or make changes to these Instructor Terms at any time. If We make any material change We will notify You using prominent means such as by email notice sent to the email address specified in Your Account or by posting a notice on Our Services. Other modifications will become effective on the day they are posted unless stated otherwise. If You continue to use the Services, after the effective date of any change, then such access and/or use will be deemed an acceptance of and an agreement to follow and be bound by the Instructor Terms as changed. The revised Instructor Terms supersedes all previous Instructor Terms.