Card settlement terms (Stripe Connect). Payment annex to Document D2

§ 1. Scope and definitions

1.1. These Terms set out the rules of card settlements via the Platform (Stripe Connect) between you — the Tutor — and Ximly. They apply together with Document D2; capitalized terms have the meaning given in the common Glossary (Annex Z4), and until its issuance — in Document D1 § 1.2.

1.2. The Terms concern exclusively card payments via the Platform — one of the two settlement rails, i.e. the ways of settling Lessons (definition: Document D1 § 1.2). The other rail — direct payments to the Tutor — is governed by Document D2 § 6.

§ 2. The Stripe connected account and KYC

2.1. The condition for card settlements is a connected account maintained by Stripe and linked to the Platform. By creating it you conclude a separate agreement with Stripe — the Stripe Connected Account Agreement — and you undergo the KYC verification conducted by Stripe. Ximly is not a party to that agreement and does not conduct KYC verification; in the KYC/AML scope Stripe acts as a separate data controller (Document D3).

2.2. Students' payments are collected under the Direct Charges model: the charge arises on your connected account, and the funds never pass through Ximly's accounts. The seller of the Lesson and the recipient of the payment is you (Document D2 § 7.2–7.3).

2.3. The description of the transaction visible on the Student's card statement (the descriptor) contains your name with the suffix "VIA XIMLY", indicating the Platform as the organizer of the payment collection.

2.4. Stripe may restrict or suspend your connected account on the basis of its own agreement and of legal provisions (KYC/AML). The effects for settlements on the Platform are described in § 8 and in Document D2 § 10.1(b).

§ 3. The payment handling fee (application fee)

3.1. From every card payment Ximly collects from your connected account a payment handling fee (in the system: the application fee), intended exclusively to cover the actual cost of payment handling charged by Stripe. Ximly adds no margin to it: the excess of the estimated fee over the actual cost is refunded to you (§ 3.3). This principle concerns exclusively the payment handling fee; the rules for converting the irreversible commission cost into Credits — including the rounding up — are set out in § 4.2.

3.2. The estimated fee. Because the actual Stripe cost is known only after the transaction has settled, the fee is collected upfront in an estimated amount:

fee = 10% of the payment amount + a fixed component dependent on the currency, but no more than the payment amount less one smallest unit of the currency (example: on a payment of GBP 1.00 the fee will never exceed GBP 0.99).

The fixed component for each currency:

We round the percentage component to the smallest unit of the currency (e.g. a grosz, a penny): remainders below half a unit are rounded down, and from half a unit — up.

3.3. Settlement to the actual cost (true-up). Once the actual Stripe fee is known, the excess of the estimated fee over the actual cost is refunded without delay to your connected account. The refunded excess shares the fate of the remaining funds for that Lesson: it becomes covered by the reserve (§ 5.1) and becomes available for payout only upon its release (§ 5.2). If the estimated fee turned out lower than the actual cost, we do not collect the difference additionally.

3.4. The fee on refunds. On a refund of 100% of the price to the Student, Ximly also refunds to your connected account the payment handling fee collected (the cost of the non-refundable Stripe commission is then borne by Ximly, subject to § 4). On a partial refund resulting from the thresholds of the Cancellation Policy, the fee is not refunded. The full allocation broken down by scenario — § 7 (Annex Z3).

§ 4. Payment cost recovery in Credits (fee-recovery)

4.1. When. If a refund to the Student results from an event on your side, the irreversible cost of the Stripe commission is passed on to you in Lesson Credits (hereinafter: Credits; definition: Document D2 § 5). The closed list of events (four scenarios): a) the cancellation of a paid Lesson by you; b) the expiry of a reschedule proposed by you without the Student's response; c) the rejection by the Student of a reschedule proposed by you; d) the upholding of a Student's Complaint concerning your Lesson.

The upholding of a Complaint (point (d)) follows either from a resolution of the support team or — if Ximly does not respond to the Complaint within 14 calendar days — by operation of law (Document D4 § 10.7). In both cases the effects for you are the same: a full refund for the Student and a charge in Credits according to § 4.2. You may present your position on the Complaint in the Complaint thread in the application or by e-mail to the support team (Document D2 § 9.2).

4.2. The formula. The number of Credits charged = the integer part of (the Stripe commission ÷ the currency threshold) + 1. The currency thresholds (the commission and the threshold in the same currency as the payment):

Example: a commission of GBP 1.00 → 1 Credit; a commission of GBP 2.50 → 3 Credits. The formula always rounds up by one Credit (the "+1") — this is disclosed deliberately. It means that the charge in Credits may exceed the actual commission cost — by at most the value of one Credit. That excess is not subject to the true-up settlement of § 3.3.

4.3. The confirmation step. In the scenario of § 4.1(a) the system requires your prior confirmation that the cancellation will entail a charge — without the confirmation the cancellation does not come into effect. In the scenarios of § 4.1(b)–(d) the charge takes place without a separate confirmation — you receive a notification indicating the basis of the charge and its amount; the proportionality rules for such charges and the path for contesting them are set out in Document D2 § 7.7 and § 10.

4.4. The effect on the balance. The charge is booked regardless of the state of the Credit balance and may bring the balance below zero — the effects of a negative balance are set out in Document D2 § 5.6 and § 10.1(a).

§ 5. The reserve and payouts

5.1. The reserve. Every card payment is, after settlement, covered by a security reserve maintained by Stripe on your connected account (not by Ximly). The reserve covers 100% of the amount that actually reached that account — that is, the price less the Stripe commission and less the payment handling fee; the refunded excess of that fee joins the reserve (§ 3.3). The funds covered by the reserve remain your property but are not available for payout until released. The maximum time funds are kept in the reserve: 180 days from the charge.

5.2. Release. The funds for a Lesson are released to the available balance after the Lesson has ended and the payout hold window has elapsed (the length of the window — Document D4 § 10.3). If a Complaint was filed within the window, the funds remain in the reserve until its resolution in accordance with Document D4 § 10; the upholding of a Complaint may result in a refund to the Student out of the amounts covered by the reserve. The effect of the expiry of the maximum reserve period with a Complaint unresolved is set out in Document D4 § 10.7.

5.3. Payouts — exclusively on your instruction. A payout from the available balance to your bank account takes place exclusively upon your "Withdraw" action. The Platform performs no automatic or recurring payouts. The availability of the payout feature may be temporarily limited until the configuration of the payment operator for the Platform is complete (Document D2 § 10.6); the funds then remain on your connected account. A single instruction covers the entire available amount separately in each currency of the balance. Amounts below the minimum remain on the balance and accumulate until the next instruction.

The minimum payout amount for each currency:

5.4. After a payout is initiated, the transfer is executed by Stripe; the funds usually arrive within 1–4 business days (an estimate based on the operator's documentation, dependent on the country and the bank). This is a description, not a contractual deadline; the current processing time is given in the operator's documentation.

§ 6. Acceptance of the Terms and the effect of non-acceptance of a new version

6.1. You accept these Terms in the product, and the Platform records an immutable proof of acceptance: the document version, the date, the IP address and the browser. Acceptance is a condition of conducting new card settlements.

6.2. The document you accept. You accept these Terms as a separate document, in its current version. By reference, you are also bound by the current version of the Cancellation Policy (Document D4) — it is its thresholds that apply to the settlements of your Lessons.

6.3. The effect of a new version. After a new version of the Terms takes effect, conducting new card settlements requires acceptance of the current version. Until acceptance, a Student cannot start a new payment for your Lesson. The block on new settlements for lack of acceptance never suspends the payouts or refunds of your funds: payments in progress, refunds, dispute handling and reserve releases continue unchanged. Payments started before the new version took effect are completed on the previous terms (the continuity principle). We notify you of a new version of these Terms — and of a new version of the Cancellation Policy, where it conditions your card settlements — at least 15 days before its entry into force. We apply this period to every Tutor regardless of whether you conduct business activity; towards Tutors who are business users it additionally follows from Article 3 of Regulation (EU) 2019/1150.

6.4. Earlier acceptances of superseded versions do not open settlements — only the proof of acceptance of the current version counts. Historical acceptance markers predating versioning are not carried over as proofs (a prohibition on creating proofs retroactively).

§ 7. Allocation of fees and losses by scenario (Annex Z3)

7.1. The table below is the sole source of the allocation of fees and losses on the card rail; no other document of the package contains general sentences about "who bears the payment costs". The table also covers the cases in which a charge did not settle a Lesson and returns to the payer without your decision. In the architecture of the package this table serves as Annex Z3 — the other documents refer to it as "Z3 in Document D2-P § 7"; no separate Z3 file exists. The fee amounts — § 3; the conversion into Credits — § 4; the refund thresholds for the Student — Document D4 § 3.

7.2. The obligation of evidentiary cooperation in card disputes — Document D2 § 8.4. The defence of a dispute (the filing of evidence), and any concession of the dispute, are conducted by the Ximly support team; you receive a notification of the dispute and a request to supply evidence.

§ 8. Effects of disconnecting the Stripe account

8.1. The disconnection, deactivation or restriction of your connected account (by you, by Stripe or by operation of law) stops new card settlements and, for its duration, also the execution of payouts from the available balance (§ 5.3) — the funds remain yours and become available for payout once the account is restored or under the manual settlement procedure of section 8.2. This does not extinguish obligations: the refund obligations towards Students continue, and paid Lessons are settled in full.

8.2. Funds covered by the reserve which, after the disconnection, can no longer be released or refunded automatically are marked for manual settlement and taken over for handling by the support team, which contacts you for the final settlement. You are obliged to cooperate, including providing up-to-date bank account details.

8.3. As long as the connection of your account with the Platform continues — including where Stripe has restricted that account — refunds due to Students may be executed out of the funds covered by the reserve before their release, up to the amounts secured. Once the connection is severed, the Platform can no longer release or refund those funds on its own: they become subject to the manual settlement procedure of section 8.2, and the refunds due to Students are settled within it by the support team with your cooperation. Your refund obligations towards Students continue regardless of the state of the connection (section 8.1).