Instructor Agreement and Terms of Service

This Instructor Agreement is entered into between AdlerTech Innovations OPC Pvt. Ltd. (CIN: U72900PN2020OPC194593), a One Person Company incorporated under the Companies Act, 2013, having its registered office in Kagal, Kolhapur, Maharashtra, India, operating the e-learning marketplace platform under the brand name AdlerNext Learning, accessible at www.adlernext.in, and the individual or entity registering as an instructor/course creator on the Platform.

By registering as an Instructor and/or uploading or listing any course, content, or material on the Platform, you agree to be bound by the terms of this Agreement in full.

AdlerNext Learning is a marketplace e-learning platform owned, operated, and branded solely by AdlerTech Innovations OPC Pvt. Ltd. The Platform enables Instructors to list, market, and sell courses to learners through the AdlerNext Learning storefront.

The Platform acts as a facilitator and intermediary connecting Instructors with Learners. Nothing in this Agreement shall be construed as creating a partnership, joint venture, agency, or employment relationship between the Company and the Instructor.

The Company reserves the right to accept, reject, suspend, or remove any Instructor application or course listing at its sole discretion, without being obligated to provide reasons, subject to applicable law.

The Instructor must be at least 18 years of age and legally competent to enter into a binding contract under the Indian Contract Act, 1872.

The Instructor must provide accurate KYC details, including PAN, bank account/UPI details, GST registration certificate if applicable, and any other documentation reasonably requested by the Company for onboarding, payouts, and tax compliance.

The Company reserves the right to conduct quality checks, background checks, or sample content review before approving any Instructor or course for listing.

The Instructor agrees to strictly comply with the following content guidelines for all courses listed on the Platform:

• All course materials, including syllabus, video lectures, assignments, quizzes/tests, reading material, and instructional content, must be original, accurate, and free of plagiarism or third-party copyright infringement.
• Course content must be structured, well-organized, and aligned with the syllabus/curriculum disclosed at the time of listing.
• Video and audio content must meet minimum quality standards prescribed by the Platform from time to time.
• Course content must not contain hate speech, obscene material, misleading claims, defamatory statements, malware, or any content violative of Indian law.
• Assignments, tests, and assessments must be relevant, fair, and designed to genuinely evaluate learner understanding.
• Instructors must update course content periodically and promptly correct errors flagged by learners or the Company.
• The Company reserves the right to review, audit, and request modification of any course content prior to publishing and at any time thereafter.
• Non-compliance may result in content rejection, course delisting, or account suspension at the sole discretion of the Company.

In consideration of the Instructor's use of the Platform's infrastructure, marketing, payment gateway, hosting, and learner support services, the Company shall charge a Platform Fee or Commission on the gross course price for every successful sale made through the Platform.

The Platform Fee structure shall be communicated to the Instructor separately in writing or in-app and forms an integral part of this Agreement. The Company reserves the right to revise the Platform Fee structure with prior written notice of not less than 15 days.

GST shall be charged additionally on the Platform Fee at the rate prescribed under applicable GST law. The Instructor shall be solely responsible for GST applicable on their own course price/income as per independent tax obligations.

All invoices for Platform Fees and applicable GST shall be issued by AdlerTech Innovations OPC Pvt. Ltd. to the Instructor in accordance with applicable GST law.

The price of each course shall be determined by the Instructor, subject to pricing guidelines and promotional pricing policies set by the Platform from time to time.

The Net Payable Amount to the Instructor shall be calculated as gross course sale price, less Platform Fee/Commission, applicable GST on Platform Fee, payment gateway charges if separately applicable, and any applicable TDS.

Payouts shall be processed periodically, monthly unless otherwise communicated, directly to the Instructor's registered bank account, subject to a minimum payout threshold if communicated by the Company.

The Company shall withhold and deposit TDS as applicable under the Income Tax Act, 1961, and shall issue Form 16A or equivalent TDS certificates to the Instructor.

Refunds issued to learners shall be deducted from the Instructor's payable amount or future payouts on a pro-rata basis corresponding to the refunded course sale.

In case of payment disputes, chargebacks, or fraudulent transactions, the Company reserves the right to withhold the corresponding payout pending investigation.

All learners enrolling through the Platform are learners of AdlerNext Learning. The learner relationship, including support, grievance redressal, and overall learning experience, is owned and managed by AdlerNext Learning, except for academic delivery of the specific course content.

All certificates of completion shall be issued in the name and brand of AdlerNext Learning and may additionally acknowledge the Instructor's name as course creator at the Company's discretion.

Learner data, enrollment records, learner contact information, and platform usage data are the property of AdlerTech Innovations OPC Pvt. Ltd. and shall not be used by the Instructor for independent solicitation, marketing, or enrollment outside the Platform without prior written consent.

The Instructor shall not directly or indirectly solicit Platform learners to purchase courses outside the Platform or bypass Platform fees during the term of this Agreement and for 12 months thereafter.

The Instructor retains ownership of the underlying intellectual property in original course content created by them, subject to the limited, non-exclusive, worldwide, royalty-free license granted to the Company.

The Instructor grants AdlerTech Innovations OPC Pvt. Ltd. a license to host, stream, reproduce, market, promote, and distribute course content on the Platform and through Platform marketing channels for the duration the course remains listed, and for a reasonable period thereafter for promotional archives.

The AdlerNext Learning brand name, logo, tagline, platform design, and certificate templates are the exclusive intellectual property of AdlerTech Innovations OPC Pvt. Ltd. and may not be used by the Instructor without prior written permission.

Learner ratings and reviews shall be collected for every course on the Platform as a quality assurance and trust mechanism.

If the average rating of any course falls below 3.5 out of 5, based on a minimum threshold determined by the Company, the Company reserves the right to issue a written warning and, if ratings do not improve, delist or delete the course.

If an Instructor has multiple courses falling below the threshold or repeatedly fails to maintain quality standards, the Company may suspend the Instructor's account, restrict further course listings, and withhold future payouts pending resolution of outstanding learner grievances.

The Company's decision on rating computation, course delisting, and account suspension shall be final and binding, exercised reasonably and with prior notice wherever practicable.

Suspension or course deletion shall not entitle the Instructor to compensation, and accrued unpaid amounts shall be settled as per the standard payout cycle, subject to pending disputes.

The Company shall implement reasonable technical and organizational security measures to protect Instructor and learner data stored on the Platform, in line with the Information Technology Act, 2000 and applicable rules.

The Instructor shall maintain confidentiality of proprietary Platform information, learner data, and business information shared by the Company, and shall not disclose the same to any third party without prior written consent.

In the event of a data breach affecting Instructor data, the Company shall notify the affected Instructor within a reasonable timeframe as required under applicable law.

• To approve, reject, or remove any course or Instructor without prior notice in cases of policy violation, illegal content, or fraud.
• To modify Platform Fee structure, payment terms, and quality guidelines with reasonable prior notice.
• To run promotional campaigns, discounts, or bundled offers on listed courses.
• To suspend or terminate any Instructor account for breach of this Agreement, applicable law, or conduct detrimental to the Platform's reputation.
• To amend this Agreement from time to time, with continued use of the Platform constituting acceptance of amended terms.
• To pursue legal remedies for breach, including intellectual property infringement and non-disclosure violations.

This Agreement shall remain in effect from the date of Instructor onboarding until terminated by either party.

The Instructor may terminate this Agreement by providing 30 days' written notice and removing active course listings, subject to honoring obligations toward existing enrolled learners.

The Company may terminate this Agreement immediately upon breach of content guidelines, fraud, non-compliance with applicable law, or repeated quality/rating violations.

Upon termination, accrued payouts, net of pending refunds, chargebacks, and dues, shall be settled within the Company's standard payout cycle.

The Instructor shall indemnify and hold harmless AdlerTech Innovations OPC Pvt. Ltd., its directors, employees, and affiliates against any claims, damages, or liabilities arising from the Instructor's content, conduct, or breach of this Agreement, including third-party intellectual property claims.

The Company's aggregate liability to the Instructor under this Agreement shall not exceed the Platform Fees collected from the Instructor in the 3 months immediately preceding the event giving rise to the claim.

This Agreement shall be governed by the laws of India. Subject to dispute resolution, the courts at Kolhapur, Maharashtra shall have exclusive jurisdiction.

Any dispute shall first be referred to good-faith negotiation, failing which it shall be resolved through arbitration under the Arbitration and Conciliation Act, 1996, with a sole arbitrator appointed by the Company, seat of arbitration at Kolhapur, Maharashtra, and proceedings conducted in English.

This Agreement, along with the Privacy Policy and any fee schedules referenced herein, constitutes the entire agreement between the parties.

If any provision is held invalid, the remaining provisions shall continue in full force and effect.

The Instructor may not assign this Agreement without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of assets.

By clicking I Agree or registering as an Instructor on AdlerNext Learning, the Instructor confirms that they have read, understood, and agree to be bound by this Agreement.