Instructor Terms and Conditions

Toppa Instructor Terms & Conditions

These Instructor Terms & Conditions were last updated May 21st, 2018.

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


1. Key Definitions

Base Price” means the course price set by the Instructor when listing as a “Buy Now” option.

Base Currency” means the currency of the Base Price.

Instructor Revenue” shall mean Net Amount less any refunds paid

Gross Amount” means the amount actually received by Toppa for purchases by Students for Your Course.

Net Amount” means Gross Amount, less (1) Taxes (pursuant to section 11)

Sale Price” means the actual sale price for the Course. When the Sale Currency is different from the Base Currency, Toppa 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.


2. Agreement

As an Instructor You are contracting directly with Online Learning Ltd (Trading as Toppa) a company registered in England and Wales, company number 10989073. Additionally, although We may utilise other Toppa subsidiaries to facilitate Your payments, Your contract remains between You and Toppa.


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 Toppa for any issues arising out of Your use of any Student Related Data, especially that which does not comply with EU GDPR Regulations.


4. Obligations

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

  1. You will visit and download the Instructor supporting documents, and if You choose to charge fees for Your Courses, You also need to agree again to the generic fee split of 40% of any sales revenue to Toppa with the remainder 60% being paid to you as the instructor
  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 authorise Toppa, 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 unauthorised 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 unless agreed beforehand with Toppa
  8. You will not engage in any activity that will require Toppa 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 unauthorised access to another person’s Account;
  12. Your use of the Services are subject to Toppa’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.


5. License to Toppa

You hereby grant Toppa a non-exclusive 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.

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 Toppa 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 found here and more specifically, the list of restricted topics found here. Please check both periodically as there will be minor changes made to the policies and restricted list from time to time. Toppa reserves the right to remove Courses and Instructors at its sole discretion.


7. Pricing

As an Instructor, You will be responsible for determining the Base Price You charge Students for Your Course(s) and webinars. You agree to charge only for Your own Submitted Content. 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. The Company reserves the right to make changes to the Price at any time.

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

Toppa offers certain ways that can help you market your Courses (“Marketing Programs”). Marketing Programs may include, but are not limited to, Toppa’s Deals Program and Marketing Boost Program. If You choose to participate, the fee You receive from Toppa 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 Toppa has the sole discretion to determine those amounts and which Courses to offer as part of such Marketing Programs. Further, Toppa 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, please let us know via email on

You may be able to increase Your sales by promoting Your Courses by using a coupon code that Toppa can create for you.


8. Payments

If You do not opt into any of Toppa’s optional Marketing Programs, We will pay You sixty percent (60%) of the Net Amount received for Your Course less any applicable deductions such as Student refunds (“Standard Revenue Share”). If Toppa changes the Standard Revenue Share, we will provide you thirty (30) days notice via email or prominent notice on the Services.

So that Company can pay you in a timely manner, you must have a PayPal account or a Stripe account in good standing and keep Toppa apprised as to the correct email address associated with your PayPal or Stripe account. Payment will be made within forty-five (45) days of the end of the month in which the fee for a Course was received.


9. Refunds

As an Instructor, you acknowledge and agree that Students have the right to receive a refund, as set forth in section 10 of Toppa’s Terms of Use. Neither Instructors nor Toppa 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 Toppa has sent an Instructor payment for that Course, Toppa 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 Toppa 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. With regard to sales tax on the sale of Your Courses, the following applies:

  1. European Union

In the event that the sale or delivery of a Course or any Submitted Content to any Student in the European Union is subject to any value added tax (“VAT”), under applicable law, Toppa will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Students in the European Union. Toppa may at its Own discretion increase the Sale Price where Toppa is of the view that VAT may be due and Toppa will have a liability to account for such. You will indemnify and hold Toppa harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on Your Instructor Revenue or otherwise.


  1. All Other Countries

For sales of any Courses or Submitted Content in countries other than the European Union, South Korea and Japan, You are responsible for following the requirements of the appropriate taxing authority related to sales tax on Your Courses (which may be different to the tax authority in Your own location). Toppa is unable to provide You with tax advice and You should consult Your own tax advisor.

11. Deletion of Your Account

If You wish to delete Your Instructor Account, You may do so by contacting us via email on and We will make commercially reasonable efforts to respond to Your request within 24 hours.

We will use commercially reasonable efforts to 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).

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 Toppa 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.


By signing below you agree to these Terms and Conditions


Toppa Instructor Name: ____________________________
Toppa Instructor email:  ____________________________

Signed: ______________________

Date:         / /

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