Terms of Service for Tutors (terms for business users)
§ 1. Nature of the document, parties and the Platform's role
1.1. These Terms of Service are a contract between Ximly sp. z o.o. with its registered office in Kraków (KRS 0001152079, NIP 6793320888; registration details and registered office address — § 15.1; hereinafter: "Ximly", the "Platform") and the Tutor — an entity conducting paid tutoring activity through the Platform. A Tutor may be either a natural person — conducting business activity or conducting no activity — or an entity that is not a natural person, including a company; the legal form is irrelevant for access to the Platform.
1.2. Three separate contractual relationships operate on the Platform: (a) the Ximly↔Student/Parent contract for the supply of a digital service (Document D1; definitions of terms — Document D1 § 1.2); (b) the Tutor↔Student contract for an educational service, concluded according to the template in Document D5 — its party is the Tutor as the service provider and seller; (c) this Ximly↔Tutor contract. No provision of these Terms makes Ximly a party to the lesson agreement.
1.3. Ximly's role differs on each of the two settlement rails — described honestly, without the "IT infrastructure only" formula:
- card payments via the Platform (Stripe Connect, Direct Charges): the Student's payment goes directly to the Tutor's connected account at Stripe; the seller is the Tutor, but Ximly organizes the collection of the payment, applies the Cancellation Policy (Document D4), resolves complaints, initiates refunds, maintains the reserve — and accepts liability for these decisions of its own (§ 7–§ 9, Document D2-P);
- direct payments to the Tutor (outside the Platform): Ximly acts as a registrar and scheduler — it records amounts and deadlines and accepts proofs of payment, but does not accept, hold or transfer funds (§ 6).
1.4. The Ximly service provided to the Tutor is an online intermediation service within the meaning of Regulation (EU) 2019/1150 (P2B). The Tutor is a business user regardless of whether they conduct registered business activity. Ximly's services to the Tutor also comprise the supply of a digital service — access to the Platform and its features; the provisions on the conformity of a digital service with the contract apply to that scope, and towards the Tutor referred to in § 1.5, second sentence — as they apply to a consumer.
1.5. Towards a Tutor conducting sole proprietorship business activity (jednoosobowa działalność gospodarcza, "JDG"), Ximly applies the standard of protection provided for in Article 385⁵ KC as a voluntary contractual commitment — regardless of whether, in the specific case, the statutory conditions of that provision are met (a natural person concluding a contract directly connected with their business activity where the contract is not of a professional nature for them): a provision grossly violating their interests does not bind them just as it would not bind a consumer — these Terms are written with that standard in mind. Towards a Tutor who is a natural person conducting no business activity, full consumer protection applies: provisions of these Terms not individually negotiated with them which shape their rights and obligations in a manner contrary to good morals and grossly violating their interests do not bind them (Articles 385¹–385³ KC).
1.6. Relationship to the D1 Terms. The Tutor is also bound by the D1 Terms of Service to the extent of the shared account features. In the event of a conflict between D1 and these Terms in matters of tutoring activity, these Terms prevail.
1.7. The terms defined in the document package (among others: Learning Space, Lesson Credits, settlement rail, Payment Group, reserve, Knowledge Cut) have the meaning given to them in the common Glossary (Annex Z4), and until its issuance — in Document D1 § 1.2.
1.8. Languages and versions. The Terms are published in Polish and English. Each version in each language is preserved in an immutable record together with a cryptographic hash of its content, and upon acceptance we record which version, and in which language, was displayed to the Tutor — the shared package mechanics, described in Document D1 § 1.3–1.4 and applied accordingly. The language versions are of equal standing; the Terms contain no clause giving precedence to one of them, and the Tutor is bound by the language version in which the document was delivered to them and which they accepted.
§ 2. Conditions of participation
2.1. Only an adult with full legal capacity may be a Tutor (an entity that is not a natural person — represented by such a person). The age condition is enforced technically: a Tutor's adulthood follows from the declaration of being at least 18 years old or from a date of birth indicating an adult age (Document D1 § 4.10); an account of unknown age — with neither the declaration nor a date of birth — cannot obtain the Tutor role, and a date of birth indicating minority makes it impossible to obtain it. The absence of data means a block, not an exception; Ximly does not verify adulthood against an identity document (Document D8 § 2.4).
2.2. The detection that a tutor account is operated by a minor results in the immediate closure of the account's public surfaces (the public profile, chat on the profile page, joining a Learning Space via link) and the suspension of accepting new bookings; existing Learning Spaces and booked lessons are settled manually by the support team, with the triggering of the procedure of § 10 (with reasons on a durable medium). Amounts due for lessons already conducted are settled in accordance with the law, with the participation of the statutory representative.
2.3. Tutor status. A Tutor may be: (a) a trader — a natural person conducting business activity (including sole proprietorship) or an entity that is not a natural person (e.g. a company); (b) a natural person not conducting business activity. The Tutor's status follows from their own declaration; the Platform does not currently provide a separate status-selection field in the application and does not present the status or registration details in the profile (Document D1 § 5.2) — the Student may ask about the status before booking, and the Tutor is obliged to give a truthful answer (Document D5 § 2), because the status determines the scope of the Student's consumer protection in the lesson agreement. A natural person conducting unregistered activity within the meaning of Article 5 of the Polish Entrepreneurs' Law (ustawa — Prawo przedsiębiorców) is treated on the Platform like the Tutor referred to in point (a): towards the Student they are a trader within the meaning of the consumer protection provisions, and towards Ximly they enjoy the protection referred to in § 1.5, first sentence (Article 385⁵ KC). The exclusion of the prorogation clause of § 13.2 applies to them accordingly. The Platform does not currently present, before booking, information on whether the Tutor is a trader. A Tutor who is not a trader is obliged — upon the Student's question asked before booking or in the Learning Space — to inform the Student that they are not a trader and that the consumer protection provisions do not apply to the lesson agreement (the Polish Consumer Rights Act, ustawa o prawach konsumenta — "u.p.k."). The future reporting obligations of § 12 will cover both populations referred to in this section.
2.4. The Tutor is obliged to provide true and keep up to date identification details — according to the status under § 2.3: a trader — the business name, legal form, address, NIP (if assigned) and VAT number (if registered as a VAT taxpayer); a person not conducting business activity — their first and last name and address. The Platform does not currently collect these details in the application (Document D3 § 3.9) — the Tutor provides them: to the Student on the Student's question before booking or in the Learning Space (Document D1 § 5.2, Document D5 § 2), to Stripe in the course of KYC for card settlements (§ 7.1), and to Ximly — upon request, where needed to handle a case. Once the reporting obligations of § 12 (DAC7) have been implemented, these details will also serve their performance.
2.5. Providing untrue identification or age details constitutes a basis for the restrictions of § 10 and gives rise to the Tutor's liability in damages towards Ximly for harm resulting from the false declaration.
§ 3. Profile, visibility, distribution channels and distinctions
3.1. The Tutor's profile is visible by default to logged-in users of the Platform, and Students may also join the Tutor's Learning Space via an invitation link generated from the profile. The Tutor may at any time switch off, in the profile settings, the visibility of the public profile and joining via the link.
3.2. The Platform currently operates no ranking, no search results directory and no paid positioning of profiles. If such mechanisms are created, their main parameters and the possibility of influencing positioning for remuneration will be disclosed in these Terms following the amendment procedure of § 14 (P2B Article 5).
3.3. Differentiated treatment (P2B Article 7). The Platform applies the following forms of differentiated treatment: (a) a one-off starter grant of Lesson Credits for every new Tutor (§ 5.3); (b) the distinction of a profile with the "Ambassador" status, awarded by Ximly's decision. The main economic consideration behind both forms is the acquisition and retention of Tutors co-creating the Platform at an early stage of its development. Neither of them affects the order of presentation of profiles (§ 3.2), lesson prices or settlement terms. The distinction referred to in point (b) is awarded by Ximly at its discretion, on the basis of its own assessment of the Tutor's contribution to the Platform's development; it is not based on any check of the Tutor's data, it is distinct from the "Verified" mark (§ 4.2) and may not be presented as a confirmation of identity, qualifications or quality of services. The distinction is not awarded on request — the Platform operates no intake or application procedure for it. A withdrawal of the distinction takes place with reasons on a durable medium and is subject to the appeal procedure of § 10.5.
3.4. The qualifications, experience and descriptions published in the profile are self-declared and — apart from the check of consistency with documents described in § 4.2, if one has been carried out — are not verified by Ximly (§ 4). The Tutor guarantees their truthfulness and will indemnify Ximly against liability towards third parties for damage resulting from untrue declarations, within the limits permitted by law.
3.5. The Terms do not restrict the Tutor's right to offer services outside the Platform and do not require exclusivity. The minimum price provisions (§ 6.1) apply exclusively to lessons booked via the Platform.
3.6. The profile content remains the Tutor's intellectual property; Ximly receives a non-exclusive, royalty-free licence to display it and process it technically exclusively for the purpose of providing the service. The licence to content in the Learning Space — Document D1 § 19 applied accordingly.
§ 4. Verification of tutors
4.1. The rule: no verification. Ximly does not operate a standard process of verifying the identity, qualifications or criminal record of Tutors; profile data are self-declared (§ 3.4). The only identity verification every card-settled Tutor undergoes is the KYC verification (know your customer — client identification) conducted by Stripe for the purposes of card settlements (Document D2-P § 2) — its results are not published in the profile and do not constitute a confirmation of qualifications. Ximly does not query public registers (including RSPTS and KRK) — § 12.5 and Document D8 § 5.2. The exception to the rule is the check described in § 4.2.
4.2. The "Verified" mark — an exception with defined criteria. A Tutor's profile may receive the "Verified" mark. The handling of checks has not yet been launched: until we announce to Tutors that requests can be submitted, we do not carry out checks and do not assign the mark; the rules below define how a check will proceed from the moment that handling is launched. The mark is not the standard: Ximly does not initiate a check by default or automatically and is under no obligation to initiate one. A check is initiated (a) at the Tutor's request submitted to the support team (§ 15.2) or (b) on Ximly's initiative — with the Tutor's consent. Discretion concerns only whether a check is carried out; once initiated, the following non-discretionary rules apply: a) Subject matter. We check only the consistency of the data the Tutor has entered in the profile (name and surname, education, credentials, experience) with the documents the Tutor sends us (e.g. a diploma, a certificate, an attestation, an identity document shown to compare the name). Ximly does not obtain documents on its own, does not query public registers, universities or employers and does not substantively assess the Tutor's competence. b) Out of scope — criminal record. Ximly does not accept or check documents concerning criminal records (certificates from the National Criminal Register (Krajowy Rejestr Karny), confirmations of a check in the RSPTS) — not even at the Tutor's request; such a document is not part of the check and has no effect on the mark. The Tutor fulfils the obligations under § 12.5 and Document D8 § 5.2 independently. c) Criterion for award. The mark is awarded when every document presented is legible, complete, relates to the Tutor and confirms the corresponding profile data. If even one of the checked data items is not confirmed, the mark is not awarded; the Tutor may correct the profile and apply again. d) Time limit and refusal. We communicate the result on a durable medium within 14 calendar days of receiving the complete set of documents. A refusal indicates which data were not confirmed and why, and includes information about the appeal procedure of § 10.5. e) What the mark means. The mark states only that, on the day of the check, the specified profile data matched the documents presented by the Tutor. It is not a confirmation of the Tutor's competence, quality of services or safety and may not be presented as such, either by Ximly or by the Tutor. The absence of the mark is not a negative assessment and does not affect the order of presentation of profiles (§ 3.2), lesson prices or settlement terms. f) Withdrawal. The mark is withdrawn when: the Tutor changes a profile data item covered by the check (until that item is checked again); it turns out that a presented document was untrue or did not relate to the Tutor; a document of limited validity expires (in which case only that element of the scope is withdrawn); or the Tutor so requests. A withdrawal for a reason other than the Tutor's request takes place with reasons on a durable medium and is subject to the appeal procedure of § 10.5. g) Documents sent. The documents serve the check only. After it is completed we delete the documents; we keep only a note: which data were checked, against what kind of document, when and with what result (Document D3 § 5.1).
§ 5. Lesson Credits
5.1. What Credits are. Lesson Credits are an internal measure of the Tutor's fee for lesson hosting — that is, for the Platform making available the infrastructure to conduct a lesson. A Credit is charged for every lesson booked via the Platform, on both settlement rails — not for listings, offers or other actions.
5.2. Consumption formula. A lesson of up to 60 minutes costs 1 Credit; each commenced 15-minute block beyond 60 minutes — an additional 0.25 Credit (61–75 min = 1.25; 76–90 min = 1.5). The Credit is charged at the moment the booking is accepted.
5.3. Starter grant. Every new Tutor receives, on creating the account, a one-off grant of 1000 Credits free of charge. The grant is not exchangeable for money and shares the fate of Credits under § 5.8.
5.4. No expiry. Credits have no validity period and do not expire.
5.5. Return of a Credit for a lesson that did not take place. A Credit charged for a lesson returns to the balance when the lesson does not take place (cancellation by the Student, the Tutor or the system, the expiry of a reschedule proposal, the rejection of a reschedule). The Credit does not return when a lesson complaint is upheld in the Student's favour — the lesson took place using the Platform's infrastructure, and the Tutor may additionally bear a charge under the payment cost recovery mechanism (Document D2-P § 4).
5.6. Negative balance. Charges under the payment cost recovery mechanism (Document D2-P § 4) and the reversal of purchased Credits upon the refund of the price paid for them are booked regardless of the state of the balance and may bring the balance below zero. A negative balance, or one insufficient to cover a lesson, prevents the acceptance of new bookings (§ 10.1(a)) until the balance is replenished. Charges bringing the balance below zero may arise exclusively from two bases: the recovery of irreversible payment handling costs (Document D2-P § 4) and the reversal of purchased Credits for which the price paid was refunded to the Tutor. Ximly charges no fees of a penal nature on this account and no charges unrelated to these two bases. The conversion of the payment handling cost into Credits takes place with rounding up to a full Credit according to the formula in Document D2-P § 4.2; the difference between the value of the charge and the cost actually incurred by Ximly results exclusively from that rounding. A Credit charged for a lesson for which the funds were refunded to the Student is not subject to a separate reversal — its fate is determined by § 5.5.
5.7. Purchase of Credits. The Tutor may purchase Credits in the application: a) the price list of Credit packages — the number of Credits in a package and its price in each supported currency — is visible in the application before purchase; these Terms do not repeat those amounts; b) the purchase takes place through the operator's payment page (Stripe Checkout); promotion codes may be honoured on the payment page; c) the invoice for the purchase is generated within that payment by the operator and made available to the Tutor; d) the Credits are delivered to the balance once the operator has confirmed payment — at that moment the payment for the Credits is deemed made. The reversal of purchased Credits upon the refund of the price paid for them — § 5.6.
5.8. Fate of Credits upon termination of the contract. Credits are non-transferable, not exchangeable for money and serve exclusively for the settlement of lesson hosting on the Platform. Upon termination of the contract (§ 14.6), unused free Credits are forfeited, and for unused purchased Credits Ximly refunds to the Tutor a proportional part of the price paid for them, without undue delay after the termination of the contract.
5.9. Regulatory character. Credits are a prepaid value used exclusively for Ximly's own services, non-transferable between users and non-exchangeable — they constitute neither electronic money nor a payment instrument.
5.10. Remedies for Platform failures. If a lesson cannot take place for reasons on the Platform's side (a failure preventing the conduct of the lesson), the Credit charged for the lesson returns to the balance, and the Student is entitled to the rights and refunds provided for in the Cancellation Policy (Document D4). Compensation going beyond the return of the Credit is considered by the support team individually; these Terms do not limit the Tutor's statutory claims against Ximly for non-performance of the contract.
§ 6. Commercial terms and direct payments to the Tutor
6.1. Minimum lesson price — a per-flow rule. A lesson booked by the Student on their own initiative always has a price at least equal to the equivalent of USD 5.00 in the settlement currency; the system raises the price resulting from the hourly rate to that minimum. A free lesson is possible exclusively where the Tutor creates it by inviting the Student. No price range exists between zero and the minimum.
6.2. Currencies and conversions. The Tutor's rates are maintained in the chosen currency; the supported currencies, the conversions and the source and moment of the exchange rate are set out in Document D1 § 9. Collective Payment Group settlements on the card rail are collected in USD after the conversion described in Document D1 § 9.
6.3. Ximly's role on the direct rail: (a) it registers the agreed amounts, settlement periods and due dates; (b) it accepts and stores proofs of payment from Students; (c) it makes the state of the settlements available to both parties. Ximly does not verify payment — the proof of payment is the Student's declaration, and its acceptance or disputing belongs to the Tutor. The Tutor reviews a proof of payment without undue delay; until the review, the Student does not bear the consequences of a delay in the payment covered by that proof. A separate time limit for the Tutor's decision — with the effect of the Tutor's inaction operating in the Student's favour — is provided exclusively for the decision on a late lesson cancellation and is set out in Document D4 § 6.4.
6.4. Information obligations on the direct rail. On this rail the Tutor is independently responsible for tax settlements and for supplying the Student with the confirmations and invoices required by law. Ximly issues no accounting document concerning the price of a lesson settled directly.
6.5. Settlement periods and the settlement cycle. The Tutor defines the settlement cycle of the Payment Groups — the boundaries of the periods and the additional time for payment after the close of a period. A change of the settlement cycle takes effect immediately: it closes the current settlement period of the Payment Groups run on the previous cycle — lessons already delivered within that period become due with a new, short payment deadline visible in the settlement — and the payments for future lessons are regrouped according to the new cycle.
§ 7. Card payments via the Platform — general rules
7.1. The conditions for conducting card settlements are: (a) creating and maintaining a Stripe connected account; (b) accepting the Stripe Connected Account Agreement; (c) passing the KYC verification conducted by Stripe; (d) accepting the current version of the settlement terms — Document D2-P. Details in Document D2-P § 2 and § 6. The connected account is created by the Platform as an account of a natural person; a Tutor conducting activity in another form (e.g. a company) supplements or corrects the details of their entity directly in the Stripe panel during onboarding, in accordance with the Stripe Connected Account Agreement. Ximly does not pass to Stripe any declaration of the Tutor's status under § 2.3.
7.2. The Direct Charges model. The Student's payment is collected by Stripe directly into the Tutor's connected account. The funds do not pass through Ximly's accounts. The seller of the lesson and the recipient of the payment is the Tutor.
7.3. The invoice for a lesson. The issuer of the invoice or other accounting document for a lesson is the Tutor; the tax settlement of the lesson price is the Tutor's responsibility. Ximly may make available technical tools supporting the issuance of documents, which does not change the identity of the issuer.
7.4. The payment handling fee (application fee). From every card payment Ximly collects upfront, as an estimate, a fee equal to the estimated cost of payment handling at the operator (Stripe); once the actual cost is known, the excess is refunded without delay (a true-up to the actual cost). Ximly earns no margin on this fee. The parameters and rounding rules — exclusively Document D2-P § 3.
7.5. The statement descriptor. On the Student's card statement the transaction is described with the Tutor's descriptor with the suffix "VIA XIMLY", indicating the Platform as the organizer of the payment collection.
7.6. The Tutor's own charges towards the Student (additional charges). The Tutor may issue additional charges to the Student via the Platform exclusively for services actually agreed with the Student. The charge is visible to the Student in the payments panel together with a description and the amount; on the card rail the Student pays it through the payment page, on the direct rail the parties settle it outside the Platform. A Student who contests a charge reports this to the Ximly support team; a contested charge is not pursued by Ximly — Ximly does not collect additional charges, and their recovery belongs exclusively to the Tutor under the general rules.
7.7. Payment cost recovery. If, as a result of an event caused by the Tutor's fault or within the Tutor's control, the Platform incurs an irreversible payment handling cost (Stripe does not return its commission on a refund), that cost is passed on to the Tutor in Lesson Credits. The events covered (exactly four): (a) the cancellation of a paid lesson by the Tutor; (b) the expiry of a reschedule proposed by the Tutor; (c) the rejection by the Student of a reschedule proposed by the Tutor; (d) the upholding of a Student's complaint. The conversion formula and the per-currency thresholds are set out exclusively in Document D2-P § 4. On a cancellation by the Tutor the system requires the Tutor's prior confirmation that the cancellation will entail a charge; in the remaining three scenarios the charge takes place without a separate confirmation, upon a notification on a durable medium indicating the basis of the charge, its amount and the path for contesting it (§ 10.5).
7.8. Who provides the payment services. The payment services are provided exclusively by Stripe as a licensed payment institution. Ximly does not accept, hold or transfer payment funds, and the provisions of these Terms are not to be interpreted as an obligation of Ximly to transfer funds.
§ 8. The reserve, payouts and chargebacks
8.1. The reserve. The funds from every card payment are, after settlement, covered by a security reserve maintained by Stripe on the Tutor's connected account (not by Ximly); it secures the refunds under Document D4 and the resolutions of complaints. The reserve parameters — exclusively Document D2-P § 5; the length of the complaint window — Document D4 § 10.
8.2. Release of the reserve. The funds for a lesson are released to the available balance after the lesson has ended and the complaint window has elapsed, and if a complaint has been filed — after its resolution in accordance with Document D4. The upholding of a complaint may result in a refund of funds to the Student out of the amounts covered by the reserve, before their release. Limitation — multi-person lessons: the Platform does not currently support the automatic settlement — including the release of the reserve after the end of the lesson — or the cancellation by the Tutor of a lesson with more than one paying participant; the settlement of such a lesson requires contacting the support team, which handles it individually (Document D4 § 7–§ 8).
8.3. Payouts. The payout of funds from the available balance to the Tutor's bank account takes place exclusively on the Tutor's instruction (the "Withdraw" action); the Platform initiates no automatic or recurring payouts. A payout instruction covers the entire available amount separately in each currency of the balance; amounts below the payout minimum remain on the balance and accumulate. The per-currency minimums and the indicative duration of the bank transfer are set out exclusively in Document D2-P § 5 (the sole source of payout numbers). The availability of the payout feature may be temporarily limited until the configuration of the payment operator for the Platform is complete (§ 10.6).
8.4. Chargebacks. Losses from lost chargebacks are currently borne in their entirety by Ximly — this is the Platform's current policy, which may be changed exclusively following the procedure of § 14 (notice ≥ 15 days). The Tutor is obliged to cooperate in the defence against a chargeback: to supply, on request, evidence of the performance of the lesson and of the communication with the Student within a time limit allowing a response to be filed with the operator. The full allocation of fees and losses per scenario — exclusively table Z3 in Document D2-P § 7; these Terms deliberately contain no general sentence about "who bears the payment costs".
§ 9. Lesson complaints and reviews — the Tutor's side
9.1. Who resolves. Lesson complaints filed by Students are resolved by Ximly (the support team) in accordance with Document D4; the resolution may result in a refund of funds to the Student out of the amounts covered by the reserve and in a charge under § 7.7. A complaint is not referred to the Tutor for independent resolution. A complaint is available to the Student on both settlement rails. On the direct rail (§ 6), Ximly registers the report and resolves it under the same rules, but without any transfer of funds: the resolution binds the parties as to the status of the amount due registered on the Platform, including as to the cancellation of the debt, and the execution of any refund of the lesson price belongs to the Tutor as the party to the lesson agreement (Document D4 § 10.9).
9.2. The two-channel model and the privacy boundary (disclosure). The Tutor sees the fact that a complaint has been filed, its status, the amount withheld and the resolution — but does not see the content of the Student's allegation. This boundary is deliberate (protection of the Student, including a minor). The Tutor may present their position on the complaint in the complaint thread available in the application (conducted with the support team, separately from the Student's thread) or by e-mail to the support team (§ 15.2). Ximly informs the Tutor of the resolution in the application and on a durable medium (e-mail); against the resolution the Tutor may turn to the support team again (§ 10.5).
9.3. Time limits. The payout hold window, the procedure for complaints after it has elapsed, the time limit for resolution and the effect of silence are set out exclusively in Document D4 § 10. The elapse of the payout hold window does not close the complaint path: a complaint filed after its elapse is received and resolved by the support team. Funds covered by the reserve in connection with a complaint filed within the payout hold window are not released to the Tutor automatically through the mere passage of time — they remain in the reserve until the resolution of the complaint. A complaint filed after the window has elapsed does not suspend the transfer of funds; its upholding results in a refund to the Student and a charge under § 7.7(d).
9.4. Reviews. Students may publish reviews of the Tutor. Disclosure of the current state: reviews are published automatically, without prior moderation; the condition for posting a review is having had at least one completed lesson with the Tutor (identically Document D1 § 11.1). The same Student may post one review of the Tutor within a 30-day period. The path for reporting a review violating the law or Document D6 — Document D6; publishing a Tutor's reply under a review is not yet available in the application (Document D6 § 4.3).
§ 10. Restrictions, suspension and termination of services by Ximly
10.1. A closed catalogue of grounds for restrictions. Ximly may restrict the provision of services to the Tutor exclusively on the following grounds: a) an insufficient or negative Credit balance — effect: suspension of the acceptance of new bookings until the balance is replenished (§ 5.6); b) the withdrawal or restriction of the card rail as a result of a Stripe decision, legal requirements, or KYC or AML (anti-money-laundering) requirements — effect: the unavailability of card settlements for new lessons (Document D2-P § 8); if the source is a Stripe decision, Ximly passes to the Tutor the information it holds about the reason to the extent that the law or Stripe's terms do not prohibit its disclosure; c) non-acceptance of a new version of the documents binding the Tutor — the effect is described in § 14.4; d) a serious or repeated breach of these Terms, of Document D6 (the community rules) or of Document D8 (the protection of minors), including a breach under § 2.5 — an effect proportionate to the breach in accordance with § 10.2.
10.2. Proportionality. The measures are applied as a ladder: an admonition → the restriction of a single feature → the suspension of the acceptance of bookings → the termination of the contract; skipping rungs exclusively where the law or the safety of users (in particular minors) so requires.
10.3. Reasons on a durable medium. Every restriction or suspension is communicated to the Tutor with reasons on a durable medium — with the specific facts and circumstances and the basis under § 10.1 — before or at the latest at the moment the restriction takes effect (P2B Article 4(1) and (5)). Termination of the contract at Ximly's initiative requires reasons delivered at least 30 days before it takes effect, save for the exceptions of P2B Article 4(4) (a legal obligation; an imperative reason under national law; a demonstrated repeated breach).
10.4. Clarification and reinstatement. The Tutor may present clarifications regarding the facts forming the basis of a measure. If the measure is revoked, Ximly reinstates the services without undue delay, together with access to the data (P2B Article 4(3)).
10.5. The appeal procedure. Against every decision on a restriction, a suspension or a monetary charge, the Tutor may turn to the support team (§ 15.2) for a reconsideration of the matter, presenting their position; Ximly informs of the outcome on a durable medium. The appeal procedure covers in particular: payment cost recovery after an upheld complaint (§ 7.7 and Document D2-P § 4), the restriction of access to a Learning Space, and a block imposed by the support team. The Tutor is not subject to Warnings — a Warning is a measure applied exclusively to Students and to Parents/Guardians paying for lessons (Document D1 § 13).
10.6. What these Terms do not provide for. The Terms do not provide for an "immediate account block with no right to claims for damages" or for the forfeiture of funds. The funds accumulated on the connected account remain the Tutor's property; a payout takes place exclusively upon the Tutor's action (§ 8.3) and is not withheld by restrictions applied by Ximly or by the document acceptance gate (a gate exception maintained deliberately). The availability of the payout feature may be temporarily limited until the configuration of the payment operator for the Platform is complete, and also where payouts from the connected account have been suspended by the card settlement operator itself (§ 10.1(b)); Ximly then informs the Tutor of the reason to the extent it may disclose it and cooperates in removing it. Restrictions do not exclude Ximly's liability for damage caused by a measure applied without a basis.
§ 11. Data about Students, the Knowledge Cut and the effects of termination
11.1. What the Tutor sees. Within the educational relationship the Tutor has access to: the Student's profile data visible in the Learning Space, the communication with the Student, the materials and artefacts of classes (the lesson chat, the whiteboard, files, topics, objectives), the state of the settlements of their own lessons and — on the direct rail — the proofs of payment. The Tutor never sees the content of the Student's complaint (§ 9.2) or the Student's settlement data going beyond the Tutor's own lessons.
11.1a. Parent/Guardian access. The Tutor's conversations with a minor Student (the private chat and the lesson chat of a Lesson in which that Student is the only Student; the lesson chat of a group Lesson remains outside the access) are available for reading to that Student's Parent/Guardian as the party to the Lesson contract (Document D5 § 3.1) — on the terms of Document D8 § 3.6; in every such conversation the Tutor sees a permanent notice to that effect. The Parent/Guardian cannot write in the conversation, change or delete messages, or report them from within that conversation; the access covers exclusively messages sent from the access boundary moment — the latest of the date of entry into force of the version of the Terms of Service (Document D1 § 4.7) and the date of entry into force of the version of the Privacy Policy (Document D3) that introduced it, and the moment the Student was first shown the information about the access (Document D8 § 3.6). The Tutor's messages are made available in this respect on the basis of Article 6(1)(b) and (f) GDPR (Document D3 § 4.5).
11.2. The Knowledge Cut. After the end of the relationship with a Student (leaving or being blocked in the Learning Space), the Tutor's access to the content connected with that Student is limited to the state as at the moment of the cut: the Tutor does not receive content created after that moment, and the write paths are closed. Exception — learning topics: the topics area of a Learning Space is available exclusively to fully active members; a member whose participation has been covered by the Knowledge Cut — this also applies to a Tutor whose own participation in a Learning Space has ended (leaving, removal, blocking) — loses access to the topics in their entirety, with no historical "read-only" view. The detailed scope of the artefacts covered by the cut is described in Document D1 § 6.
11.3. The Tutor as a separate controller. To the extent that the Tutor processes Students' personal data to conduct classes (notes, materials, communication), the Tutor is their separate controller. The Tutor may process Students' data exclusively for the performance of the lesson agreement and of legal obligations; using it outside the relationship (own marketing, transfer to third parties) is prohibited. The details of the roles — Document D3 § 2.
11.4. Effects of disconnecting the Stripe account. The disconnection or deactivation of the connected account does not extinguish obligations: (a) the refund obligations towards Students continue; (b) funds covered by the reserve which can no longer be released or refunded automatically pass into the manual settlement mode conducted by the support team; (c) the Tutor is obliged to cooperate in the settlement, including indicating an account for the final settlements. Refunds due to Students may be executed out of the funds covered by the reserve before their release.
11.5. Access to data after termination of the contract. After the termination of this contract, the Tutor retains access to the export of their data under the procedure of Document D3; access to Students' data expires in accordance with § 11.2. Ximly retains the settlement data for the periods required by law (Document D3, Annex Z5).
§ 12. Reporting obligations (DAC7) and the protection of minors
12.1. DAC7 — future mode. Ximly may be subject to the obligations of a reporting platform operator within the meaning of the provisions implementing Council Directive (EU) 2021/514 (DAC7) in respect of the personal services of Tutors. Where the law so requires, Ximly will implement the DAC7 reporting obligations; they will cover both populations under § 2.3, including persons without business activity. As at the issue of this version of the Terms, the Platform does not collect data for DAC7 purposes and does not report to tax authorities.
12.2. DAC7 — information before data collection begins. Before starting to collect data for DAC7 purposes, Ximly will inform Tutors on a durable medium of the scope of the required data (in particular: identification details, the principal address, the tax identification number of each state of residence, the VAT number, the date of birth or the registration number, the identifier of the remuneration account), of the deadline for supplying it, of the scope of reporting, and of the consequences of failing to supply the data provided for by law — following the amendment procedure of § 14.
12.3. Date of birth. A Tutor whose adulthood follows from the declaration of being at least 18 years old does not provide a date of birth (§ 2.1). If the Tutor's age was established with a date of birth, that date is recorded once and — because it is linked to the adulthood condition (§ 2.1) — is not subject to later change in the account, and its rectification requires creating the account anew. This is without prejudice to the Tutor's rights under the data protection provisions, exercised under the procedure of Document D3.
12.4. DAC7 — retention and information for the Tutor. Ximly will retain the data collected for DAC7 purposes for the period required by the provisions on the exchange of tax information and, before submitting a report, will inform the Tutor of the scope of the data concerning them that will be passed to the tax authority.
12.5. Protection of minors. A Tutor conducting classes with Students under 18 is obliged to: (a) comply with the Standards for the Protection of Minors (Document D8), including the rules for safe adult–child relations; (b) independently comply with the provisions on the protection of minors, including the Polish act on counteracting threats of sexual crime and the protection of minors (ustawa o przeciwdziałaniu zagrożeniom przestępczością na tle seksualnym i ochronie małoletnich, "lex Kamilek"), to the extent that they impose obligations on a person conducting classes with minors — in particular the obligations concerning verification in the Register of Sexual Offenders (Rejestr Sprawców Przestępstw na Tle Seksualnym) and certificates from the National Criminal Register (Krajowy Rejestr Karny); if the Tutor is an entity that is not a natural person — ensure that every natural person it assigns to classes with minors fulfils those obligations. By taking up classes with minors, the Tutor declares to Ximly that there are no impediments to conducting classes with minors arising from those provisions with respect to the Tutor — and, in the case of an entity that is not a natural person, with respect to the persons assigned to such classes. Ximly does not carry out that verification, does not require confirmation of it to be presented, and does not accept or check documents concerning criminal records — not even at the Tutor's request (§ 4.2(b)); the Tutor fulfils the obligations under those provisions independently. The responsibility for fulfilling those obligations rests with the Tutor (Document D8).
12.6. A breach of the obligations of § 12.5 constitutes a basis for the measures of § 10, with a rung proportionate to the threat — where the safety of minors is at risk, up to and including the immediate suspension of classes with minors for the duration of the clarification.
12.7. The rules on lesson recording — including the prohibition of recording without the documented consent of all participants, and for minors also of the Parent/Guardian — are set out in Documents D5 § 10 and D6 § 2.
§ 13. Governing law, courts and disputes
13.1. Governing law: Polish law. The contract does not affect the mandatory provisions of the state of habitual residence of a Tutor who is a natural person, where those provisions afford them protection that cannot be excluded by contract.
13.2. Disputes under this contract are resolved by the court having jurisdiction for Ximly's seat (Kraków). The preceding sentence does not apply to a Tutor who is a natural person not conducting business activity — for them, the jurisdiction of the court is determined by the general rules.
13.3. The parties may submit a dispute to mediation by mutual agreement. The online dispute resolution (ODR) platform does not exist — it was switched off on 20 July 2025; the Terms deliberately do not refer to it.
13.4. The complaints channel. The Tutor addresses complaints concerning the functioning of the Platform and requests for the reconsideration of decisions (§ 10.5) by e-mail to the support team (§ 15.2); Ximly considers them without undue delay and informs of the outcome on a durable medium.
§ 14. Changes of terms and termination of the contract
14.1. Advance notice of changes. Of every change to these Terms, to Document D2-P and to Document D4 to the extent that it conditions the Tutor's settlements (refund thresholds, the payout hold window, complaint time limits), Ximly notifies the Tutor on a durable medium (e-mail) at least 15 days before the date the change takes effect; longer, if the change requires technical or commercial adaptations from the Tutor. The notice period may be shortened exclusively: (a) upon the Tutor's express, separately recorded declaration waiving the period (P2B Article 3(2), third subparagraph); (b) where the change results from a legal or regulatory obligation or counters an unforeseen and imminent danger (fraud, malware, spam, data breaches, cybersecurity — P2B Article 3(4)).
14.2. The right of termination before changes take effect. A Tutor who does not accept an announced change may terminate the contract with effect at the latest on the day preceding the entry into force of the change. The termination triggers the wind-down procedure of § 14.6. Continued use of the services after the change takes effect does not substitute for acceptance where the system requires express acceptance.
14.3. A closed catalogue of reasons for changes. Changes may be introduced for important reasons: a change in the law or in its interpretation; a judgment or a decision of an authority; a change in the Platform's functionality; a change in the terms of providers (including Stripe); security considerations; the correction of obvious errors.
14.4. The effect of non-acceptance (an honest description of the gate). Once a new version of these Terms requiring acceptance has taken effect, the absence of acceptance suspends exclusively the initiation of new card settlements for lessons (Document D2-P § 6). All other account functions — including payouts of funds from the connected account, refunds, disputes and complaints, the legal protection measures and payments already initiated — remain available, and these Terms do not raise a full-screen acceptance gate (such a gate is raised exclusively by a new version of the Terms of Service — Document D1 — and of the Privacy Policy — Document D3). Once the current version is accepted, the ability to initiate new card settlements returns.
14.5. A new version of the settlement terms and the availability of card settlements. The effect of the publication of a new version of Document D2-P on the availability of card settlements is described in Document D2-P § 6.
14.6. Termination of the contract. The Tutor may terminate the contract at any time with a 14-day notice period. The termination triggers an orderly wind-down: (a) paid lessons are conducted or cancelled with a full refund (Document D4); (b) open settlements and the reserve are released/refunded in accordance with § 8 and Document D2-P; (c) Credits — § 5.8; (d) data — § 11.5; (e) open payouts go to the final settlement. Termination by Ximly — exclusively under the procedure of § 10.3.
§ 15. Contact and company details
15.1. Company details (Article 206 § 1 of the Polish Commercial Companies Code (Kodeks spółek handlowych, "KSH")): Ximly spółka z ograniczoną odpowiedzialnością (limited liability company) with its registered office in Kraków; address: ul. Zamknięta 10/1.5, 30-554 Kraków; entered in the register of entrepreneurs of the National Court Register kept by the District Court for Kraków-Śródmieście in Kraków, XI Commercial Division (XI Wydział Gospodarczy) of the National Court Register, KRS 0001152079, NIP 6793320888; share capital: PLN 5,000.00.
15.2. The contact channel for Tutors: support@ximly.app. This address serves all reports, complaints and appeals referred to in these Terms.
15.3. The points of contact required by the Digital Services Act (DSA, Regulation (EU) 2022/2065) — for authorities (Article 11) and for recipients of the service (Article 12) — are indicated in Document D6 § 6; they also apply to this contract.