1. Who this covers

This Agreement applies to every Vendor selling through Otute — an Academy listing courses, and an Instructor selling tutoring or other services in their own name.

It sits alongside the Terms and Conditions, which apply to every user of the Platform including Vendors. Where the two differ on a matter of selling, this Agreement governs. Defined terms used here — Vendor, Buyer, Learner, Parent, Service Period, held funds, Release, Coupon and Concern — carry the meanings given in section 2 of the Terms.

As with the Terms, obligations here name the party they apply to rather than assuming who is reading, because a single individual may hold more than one Vendor identity as section 2 explains.

2. Vendor identity

This distinction has practical consequences. Funds earned by an Academy are paid into the Academy's payout account. Funds earned by an Instructor selling in their own name are paid into that Instructor's payout account. Each identity carries its own fee rate, its own held balance, its own withdrawal history and its own standing on the Platform.

It follows that a debt owed by one identity does not reach the other. Where an Instructor's independent selling carries a negative balance, it is not recovered from an Academy that Instructor owns, and the converse is equally true.

Where a Vendor holds more than one identity, each obligation in this Agreement applies to each identity separately.

3. Before a Vendor can sell

• An active payout account is required before a Vendor may publish any listing. An attempt to publish without one directs the Vendor into account setup first. This requirement exists so that funds can never accumulate for a Vendor with no means of receiving them.
• Payout accounts are provided by Stripe. Identity verification and bank details are collected by Stripe directly through their own process. Otute does not collect, receive or store a Vendor's identity documents or bank account details at any stage.
• Stripe determines when an account is ready. Until Stripe confirms the account can receive payouts, the Vendor cannot publish new listings. Verification sometimes requires further information; that exchange takes place between the Vendor and Stripe, and Otute can see only whether the account is enabled.
• Existing listings continue. Listings published before this requirement was introduced remain available and continue to sell. The Vendor is prompted to complete setup, and must do so before publishing anything further or withdrawing funds.
• This Agreement must be accepted before a Vendor may sell, and again whenever a new version is issued. Acceptance is recorded, and a copy of the accepted version is sent to the Vendor by email.

4. Fees

Otute charges a Platform fee on funds collected through the Platform. The default rate is 15% of the amount charged to the Buyer, unless the Vendor is on a separately agreed rate. A Vendor's current rate is shown in their settings at all times, and any change is notified in advance.

• Card-processing costs are included in that fee. Vendors are not billed for them separately and need not price around them. The amount a Vendor receives is the price paid by the Buyer, less the Platform fee.
• Buyers are charged nothing additional. The fee is borne by the Vendor, so a listed price is the price the Buyer pays. This avoids disputes about unexpected charges at checkout.
• Payments recorded offline carry no Platform fee. Cash, cheque or a bank transfer arranged directly between a Vendor and a Buyer sits outside the Platform, so Otute takes nothing from it. Such payments also fall outside the protections in sections 7 to 9 of the Terms, for both parties.
• A rate is fixed when a price is agreed. For an offer, the rate locks when the offer is sent; for a contract, when the contract is created; for an enrolment, at enrolment. A later change to a Vendor's rate does not apply retrospectively to work already agreed, in either direction.

5. When a Vendor is paid

Holding funds until delivery is what allows a Buyer to be refunded cleanly, which in turn keeps disputes away from a Vendor's payout account and away from the card networks. The timing is as follows.

• Services delivered over a period are released after the Service Period stated on the invoice ends, plus a short buffer.
• Digital items delivered immediately are released seven days after purchase. This window is set by Otute and applies uniformly to every Vendor.
• Tutoring contracts release weekly, in respect of hours the Learner or Parent has confirmed. Queried hours are not released while the query remains open.
• Advance billing is capped at one month. A Vendor selects weekly, fortnightly or monthly billing. No Vendor may take more than one month of a service in advance, however long the course runs.
• A Concern pauses the Release of the amount it relates to until the matter is resolved under section 9 of the Terms. The Vendor's other funds are unaffected and release on schedule.

The release timing applicable to a listing is shown to the Vendor when the listing is created, and the amounts held, released and available are shown separately in the Vendor's finance view.

6. Automatic payments

Charging a Buyer's saved card without the Buyer present is a privilege Otute grants, not a feature every Vendor has. A Vendor must apply for it and be approved before the option is offered to any Buyer. Until then, the Vendor's invoices are paid by hand, and neither creating an invoice nor using a charge-now action will take payment from a card.

• Approval is at Otute's discretion and is revocable. Otute may decline an application, and may withdraw an approval already granted, giving the Vendor its reason. Otute is not obliged to grant the privilege on request.
• Withdrawal ends every authorisation the Vendor holds. If approval is withdrawn, the automatic payment authorisations given by that Vendor's Buyers end at the same moment, and those Buyers are told. If the Vendor is approved again later, each Buyer must authorise afresh. The Vendor should not treat an existing base of authorisations as surviving a withdrawal.
• The Buyer controls their own authorisation. A Buyer may pause or withdraw it at any time, immediately, without the Vendor's agreement and without notice to the Vendor beforehand. The Vendor is notified when it happens. The Vendor must not require a Buyer to keep automatic payments switched on, nor obstruct a Buyer who wishes to stop them.
• Ending automatic payment does not cancel what is owed. Amounts already due remain payable, and the Vendor may suspend the services they provide where an invoice goes unpaid. Suspension is the Vendor's own decision and their own action; Otute does not suspend a Buyer's service on a Vendor's behalf.
• Notice and retries are Otute's to set. Otute emails the Buyer before each automatic charge and controls the retry schedule after a failed one. Once retries are exhausted the invoice is marked overdue and must be collected by hand. A failed payment does not end the Buyer's authorisation.
• An authorisation is not open-ended. It lasts 24 months and expires unless the Buyer renews it; Otute reminds the Buyer beforehand and tells the Vendor when one lapses. A Vendor should expect to lose authorisations over time as they lapse or are withdrawn, and must not treat a lapsed one as still in force.

7. Withdrawals

Released funds sit in the Vendor's Stripe payout account. The Vendor initiates a withdrawal, and Stripe pays it to the bank account the Vendor connected to them.

Only funds already released may be withdrawn. Funds still held against an undelivered Service Period are not available, nor is any amount frozen by an open Concern. Otute does not pay interest on held funds.

8. Refunds

• Every Vendor must handle refund requests. Selling on the Platform on a no-refunds basis is not permitted, and this is a condition of listing.
• A refund returns the Buyer the full amount paid. Nothing is deducted from the Buyer, by Otute or by the Vendor.
• The processing cost of a refund is borne by the Vendor. Card-processing costs are not returned by the payment provider once a payment has been taken, so refunding a payment carries that cost even though the Buyer receives everything back. It is charged to the Vendor and deducted from their next Release.
• Either party may initiate a refund. A Vendor may issue one directly. A Buyer may request one by raising a Concern, which the Vendor then accepts or declines.
• A Vendor who does not respond loses. Where a Vendor does not respond to a Concern within 30 days, the held amount is refunded to the Buyer. Where the Buyer does not respond within the same period, the amount is released to the Vendor.
• Where funds have already been released, a refund is recovered from the Vendor's next Release rather than debited from their bank account.

9. Payment reversals

A Buyer may ask their bank to reverse a card payment. This differs from a refund: the bank withdraws the funds, charges a fee for doing so, and the reversal proceeds irrespective of whether either party agrees with it.

• The reversed amount and the associated fee are the Vendor's cost, and are deducted from that Vendor's next Release.
• A Vendor's own refund policy does not prevent a reversal. A refund policy is an agreement between the Vendor and the Buyer. It does not bind the Buyer's bank, and a no-refunds term offers no defence against a reversal.
• Reversals are measured against Otute, not only against the Vendor. Because Otute is the merchant of record, card networks assess reversal rates against the Platform as a whole. A sufficient volume from a single Vendor threatens card processing for every Vendor, which is why a pattern of reversals is treated as a serious matter under section 13.
• Otute may request evidence to contest a reversal — attendance records, messages, delivery confirmations. A prompt and specific response materially improves the prospect of a reversal being overturned, and a Vendor is expected to provide one.

The most effective protection against reversals is a Buyer who has somewhere else to take the problem. Answering a Concern quickly is almost always cheaper than the reversal it avoids.

10. Negative balances

Refund costs, payment reversals and other amounts a Vendor owes are netted against that Vendor's future Releases rather than invoiced separately.

• Where funds are due to the Vendor, the amount owed is deducted and the remainder is released.
• Where the amount owed exceeds the amount due, the Vendor's balance is negative. No funds are released until the balance returns to zero, and the shortfall carries forward against later sales.
• A negative balance that persists, or one that grows while the Vendor is no longer selling, may result in suspension under section 13 and in Otute pursuing the amount directly.

11. Coupons

• A Vendor may issue Coupons, redeemable only against that Vendor's own services. A Coupon issued by one Vendor cannot be spent with another.
• A Coupon carries a balance. Partial use reduces it and leaves the remainder available. A Coupon balance does not expire.
• A Coupon is an obligation of the issuing Vendor, not of Otute. Redeeming one reduces what the Vendor collects on that sale. An unredeemed Coupon remains an open obligation for as long as the holder keeps their account, and cannot be redeemed if the Vendor ceases to trade on the Platform.

12. Vendor obligations

• Describe services accurately — what is delivered, when, by whom, and what a Buyer should expect for the price.
• Deliver what is listed. Where sessions are scheduled, maintain accurate delivery and attendance records.
• Publish a cancellation policy for a service where it differs from the Platform default, before the service is purchased, and honour it.
• Respond to a Concern within a reasonable time, and in every case within the 30-day period.
• Do not solicit or accept payment outside the Platform for services listed on it. Doing so removes the Buyer's protections, avoids the agreed fee, and is grounds for suspension.
• Keep the payout account in good standing with Stripe, including any information Stripe requests.
• Hold any qualification, registration or clearance required to provide the service in the relevant jurisdiction, and meet all applicable tax and regulatory obligations on what is sold and earned.

13. Suspension

Otute may suspend a Vendor's ability to sell, or close a Vendor account, where the Vendor takes payment outside the Platform, misrepresents a service, repeatedly fails to deliver, generates repeated payment reversals, or carries a sustained negative balance.

Where the cause is capable of remedy, Otute will normally identify it to the Vendor and allow an opportunity to remedy it before suspending. Immediate suspension may follow conduct that presents a risk to Buyers or to the Platform's payment processing.

Suspension does not cancel amounts owed in either direction. Funds held in respect of services already delivered are resolved under sections 8 and 9 of the Terms before an account is closed, and amounts owed by the Vendor remain payable.

14. Relationship of the parties

A Vendor sells on their own account. Otute provides the Platform and handles payment; it does not employ the Vendor, direct how a Vendor teaches, set a Vendor's prices, or act as a party to the agreement between a Vendor and a Buyer.

A Vendor is responsible for their own tax obligations on what they earn, for any professional registration their services require, and for the conduct of anyone teaching under their Academy.

Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between Otute and a Vendor.

15. Changes

Otute may update this Agreement. Where a change materially affects fees or the timing of Releases, affected Vendors are notified directly before it takes effect, and it does not apply retrospectively to work already agreed.

Each version is retained, and a record is kept of which version each Vendor accepted and when. A Vendor must accept the current version before continuing to sell.

16. Contact

Questions about this Agreement, fees, or a specific payout may be sent to support@otute.com.