B2B platform terms of service

Important notice

These terms apply to institutional customers using the TeachersABC website, institution dashboard, teacher supply, course content, white-label websites, teaching technology and related B2B services.

TeachersABC does not sell courses directly to parents, students or other individual consumers. Parents and students should contact the partner institution that sold their courses, rather than place orders through the TeachersABC institution portal.

Before registering an institution account, signing an order, buying Credits or using services, read these terms carefully, particularly the provisions on institutional business responsibilities, student contracts and refunds, Credits, teacher replacement, white-label websites, personal information, intellectual property, suspension, liability limits and dispute resolution.

By accepting, signing an order, paying or starting to use services on an institution's behalf, you confirm that:

1. You have authority to represent that institution;
2. The institution agrees to these terms and the applicable order;
3. The institution is not buying services for personal consumption;
4. The parties establish a business services relationship, not a consumer relationship between LingoDos and the institution's students.

1. Parties and definitions

1.1 LingoDos

“LingoDos,” “we” and “TeachersABC” refer to LingoDos Inc., a company incorporated in Delaware, United States, and registered to do business in New York.

TeachersABC is a business brand and B2B platform operated by LingoDos Inc., not a separate legal entity.

1.2 Institutional customer

“Institution,” “customer” and “you” refer to a company, training institution, sole proprietor with an actual business entity, another approved business or organizational customer, and its authorized users.

1.3 Authorized users

Administrators, operations staff and other people the institution creates, invites or authorizes to use TeachersABC accounts. The institution is responsible for their actions within their permissions.

1.4 Services

Services include all or some of the following, as specified in the order:

• Global English teacher supply;
• Teacher recruitment, screening, contracting, management and settlement;
• Teacher profiles and availability;
• Teacher matching and replacement;
• Licensing of course content and teaching materials;
• White-label websites;
• Student, lesson, booking, homework and learning management;
• Online classrooms and technical maintenance;
• Financial and lesson reconciliation;
• Teaching operations support;
• Other B2B services confirmed in writing.

1.5 White-label website

A website or teaching entry point using LingoDos technology, templates and teaching infrastructure that an institution operates for its students under its own brand and legal entity information.

1.6 Institution Service Credits

“Institution Service Credits” or “institution Credits” are units measuring B2B services purchased from LingoDos. Institution Credits:

• Are not legal tender, deposits, stored-value payment accounts or securities;
• Do not earn interest;
• Do not belong to the institution's students;
• Cannot be redeemed for cash directly from LingoDos by students;
• Can only be used for agreed services under the order and Credits policy.

1.7 Student Lesson Credits

Course entitlements allocated to student accounts by the institution under its contract with the student or guardian. Student Lesson Credits and institution Credits have separate legal relationships and accounting.

1.8 Teachers

Independent teachers or teaching personnel recruited, contracted, managed or supplied by LingoDos, TeachersABC or approved teacher partners.

1.9 Order documents

The master services agreement, order form, service order, quotation, pilot order, Credits purchase record, data processing addendum and other documents confirmed by both parties in writing.

2. Contract documents and priority

The complete agreement consists of:

1. The master services agreement signed by both parties;
2. The specific order form or service order;
3. The data processing agreement and cross-border data addendum;
4. The TeachersABC Credits and refund policy;
5. These platform terms of service;
6. Product descriptions, SLAs and platform rules;
7. Other attachments confirmed by both parties in writing.

Conflicts are resolved in the priority order above.

Prices, Credits, validity, teacher pools, service scope, payment, refunds, liability and dispute resolution expressly agreed in a specific order take priority over general website descriptions.

Marketing pages, demonstrations, verbal explanations and informal chats do not create commitments beyond the formal order unless confirmed in writing by an authorized LingoDos representative.

3. B2B scope and institutional eligibility

3.1 Business use

The institution confirms that it:

• Purchases services for its own business or organizational activities;
• Does not purchase for personal, family or household consumption;
• Does not purchase institution Credits as a student or parent;
• Has authority to contract and undertake payment obligations.

3.2 Actual business entity

The institution must supply accurate, truthful and current information on:

• Its legal name;
• Unified social credit code or registration details;
• Legal representative or person in charge;
• Business address;
• Contact details;
• Receiving and paying entities;
• Domain and brand;
• Business type;
• Other information reasonably required by LingoDos.

LingoDos may conduct reasonable business identity, risk, sanctions, payment and compliance checks.

3.3 Individual referral agents

As a general rule, unregistered individuals may only act as referral agents. They may not, as white-label customers, collect ongoing payments from large numbers of students, operate course packages, take responsibility for refunds or create formal institutional white-label websites.

Individuals who wish to operate a white-label business must first have an identifiable company, registered sole proprietorship or other lawful business entity.

3.4 Institutional representations

The institution continually represents and warrants that it:

• Holds the qualifications, licenses and authorizations needed for its business;
• Is responsible for its recruitment, advertising, sales, courses and local operations;
• Does not bypass restrictions through false ages, identities, phone numbers, addresses, IP addresses or locations;
• Does not ask LingoDos to assist unlawful, misleading or fraudulent conduct;
• Does not falsely describe LingoDos as its Chinese branch, education provider or consumer refund provider;
• Does not falsely describe itself as a LingoDos subsidiary or affiliate;
• Does not use the white-label website for activities outside the order or prohibited by law.

LingoDos may require supporting evidence or updated documentation.

4. The institution's independent relationship with students

4.1 The institution is the consumer-facing business

Unless expressly agreed otherwise in a specific written order, the institution independently handles:

• Its brand and student recruitment;
• Student contracts;
• Retail prices, packages, bonus lessons and validity periods;
• Student payments and receipts;
• Customer service and complaints;
• Student refunds;
• Local taxes;
• Local education, advertising, consumer protection and other compliance.

4.2 LingoDos is not the students' direct seller

The institution must not reasonably lead students or parents to believe that:

• LingoDos sells their courses;
• TeachersABC directly collects their tuition;
• LingoDos is responsible for their consumer refunds;
• The institution is merely an intermediary without independent responsibility.

White-label websites must accurately disclose the institution's legal name, contact details, seller and payment recipient, customer service and refund provider, and LingoDos / TeachersABC's role supporting global teachers, courses and technology.

4.3 Separate student contracts

A contract between an institution and a student or parent does not automatically make LingoDos a party.

The institution must ensure its student service agreement, privacy policy and refund policy:

• Match the actual business;
• Do not mislead consumers;
• Do not shift responsibilities that cannot legally be transferred;
• Do not promise services LingoDos has not agreed to in writing;
• Do not conflict with the parties' B2B agreement.

4.4 Student refunds do not automatically create B2B refunds

Refunding a student does not automatically entitle the institution to require LingoDos to:

• Refund an equivalent amount;
• Repurchase allocated Credits;
• Bear the institution's marketing, refunds or consumer compensation;
• Bear discounts or bonus lessons the institution promised without authorization.

The institution's rights against LingoDos are determined only by its order, these terms and the Credits and refund policy.

5. Accounts, permissions and security

The institution must:

• Designate a primary administrator;
• Authorize only people with a genuine business need;
• Remove departed users and those who no longer need access;
• Use strong passwords and available multifactor authentication;
• Not share administrator accounts;
• Promptly report unusual logins and compromised credentials.

The institution is responsible for its accounts and authorized users, except where harm results from LingoDos's fault, security vulnerabilities or system actions not authorized by the institution.

The institution must not:

• Access another institution's data;
• Bypass permissions;
• Scrape teacher or student databases;
• Bulk-export information outside the order;
• Scan, attack, reverse-engineer or stress-test the platform;
• Delete, alter or falsify course, lesson, financial or log records.

The institution must immediately notify LingoDos of security issues and reasonably assist investigation and remediation.

6. Service activation and changes

6.1 Activation conditions

Services normally begin after:

• Both parties confirm the order;
• LingoDos receives the amount due;
• The institution supplies the necessary information;
• The institution passes risk review;
• Technology and teacher resources are available;
• The institution completes data and compliance prerequisites.

6.2 Service scope

LingoDos is responsible only for work expressly listed in the order.

The following are not automatically included:

• Independent source code or an independent app;
• Unlimited page customization, teacher changes or course development;
• Round-the-clock human customer service;
• Local recruitment and parent support for the institution;
• Student refunds;
• Institutional taxes and local licenses;
• Third-party integrations outside the order.

6.3 Service changes

New features, custom development, data migration, special reports and additional operations work require fees and schedules agreed through a new order, change order, written quotation or written confirmation by both parties.

6.4 Platform improvements

LingoDos may make security updates, performance improvements, interface adjustments, third-party service replacements and nonmaterial workflow changes.

General website updates must not retroactively reduce core Credits, service periods or express commitments under paid orders.

7. Teacher supply and management

7.1 Teacher pools

Teachers' countries or regions, native languages, education, certificates, experience, prices and availability are subject to the order and current platform information.

7.2 No guarantee of a particular teacher's continuing availability

Unless expressly guaranteed in the order, LingoDos does not guarantee that a teacher will remain permanently available, cover every time slot or never take leave, depart or change schedules.

7.3 Teacher replacement

If a teacher cannot perform, falls below quality standards, presents a safety issue or there is another reasonable ground, LingoDos may:

• Arrange a teacher of equivalent level;
• Offer candidate teachers;
• Reschedule lessons;
• Restore institution Credits;
• Provide other remedies under the order.

If the institution refuses a replacement meeting order standards without reasonable grounds, Credits are handled under the order and Credits policy.

7.4 Independent teacher relationships

Unless expressly agreed otherwise in writing, teachers and institutions do not form employment, labor, partnership, agency or franchise relationships. Institutions must not make promises to teachers conflicting with LingoDos contracts.

7.5 No off-platform teacher solicitation

During cooperation and for twelve months after the institution last used the relevant teacher through TeachersABC, without written LingoDos consent, the institution must not:

• Privately employ or directly contract with the teacher;
• Direct the teacher to teach through other accounts;
• Circumvent the platform through affiliates;
• Make private payments;
• Ask the teacher to take students or data away.

The parties may agree a teacher referral fee or buyout arrangement in writing.

This restriction does not cover teacher relationships independently established before contact with TeachersABC and supported by written evidence.

7.6 Child safety

The institution must promptly report inappropriate communication, private contact, inappropriate content, harassment, discrimination or other risks to minors. LingoDos may immediately suspend teachers, accounts or lessons for investigation.

8. Course content and teaching materials

During the order term, LingoDos grants the institution a limited, nonexclusive, nontransferable and nonsublicensable right to use the agreed course content only for approved students.

Without written permission, the institution must not:

• Publicly sell course source files;
• Download or copy in bulk;
• Remove rights notices;
• Upload to public platforms;
• Use content to train external commercial models;
• Sublicense to unapproved downstream institutions;
• Create competing course libraries;
• Continue use after the order ends.

The institution warrants that it has lawful rights to supplied logos, trademarks, copy, images, student information and its own courses, without infringing third-party rights.

9. White-label websites

9.1 Institution-led branding

The institution's brand is the primary public-facing identity. Within approved scope, it may configure its brand, logo, main color, domain, contact details, course names, retail prices and teacher pool.

9.2 Disclosure of the legal entity

The institution must prominently display its actual legal entity in the footer, registration, purchasing, orders, terms, privacy policy, refund policy and customer service pages.

9.3 Disclosure of technical support

Institution-led wording is permitted, but facts affecting user rights must not be concealed. At a minimum, disclose:

Global teachers, course content, the teaching platform and technical operations receive professional support from TeachersABC, a business of LingoDos Inc.

9.4 Domains and technology

Domain ownership, DNS, certificates, hosting, backups and post-termination migration are governed by the order.

An institution owning its domain must maintain valid registration, use it lawfully and renew on time.

9.5 No source-code delivery

Unless expressly agreed in the order, white-label services do not include delivery of WordPress, plugins, proprietary code, databases, server root access or a system copy that operates independently of LingoDos.

The institution receives service access and brand configuration rights during the contract term.

10. Credits, fees and payment

Purchase, use, cancellation, restoration, validity and refunds of institution Credits are governed by the specific order, the TeachersABC Credits and refund policy and these terms.

Prices, currencies, taxes, bank fees and exchange-rate arrangements are governed by the order.

Unless the order provides otherwise:

• Credits and fixed fees are prepaid before service;
• Unpaid orders are not activated;
• LingoDos may suspend bookings and delivery exceeding paid Credits.

Each party bears taxes legally allocated to it. Institutions required to withhold tax must notify LingoDos in advance and provide lawful evidence of tax payment.

The institution should raise specific objections within ten business days of receiving a reconciliation statement; this period does not bar claims involving obvious calculation errors, fraud or matters that cannot legally be waived.

11. Student bookings, cancellation and lessons

Unless the order states otherwise, standard rules are:

• Cancellation at least twelve hours before a lesson restores Student Lesson Credits and the institution Credit;
• Cancellation less than twelve hours before a lesson or a student no-show generally consumes the Credit;
• Teacher cancellation without a replacement restores the Credit;
• A core platform failure within LingoDos's control that prevents reasonable completion results in Credit restoration or rescheduling;
• Issues caused by institutional or student devices, networks, time zones or incorrect information are handled according to the circumstances and order.

Credit restoration is not a cash refund.

12. Personal information and data

Before an institution uploads student personal information or causes the platform to process it, the parties must complete:

• A data processing agreement;
• A list of data fields and purposes;
• A cross-border data addendum;
• Subprocessor disclosures;
• Any applicable personal information protection impact assessment;
• Guardian notice and consent procedures.

The institution must establish a lawful processing basis, provide notices and obtain consent, keep data accurate and necessary, handle consumer privacy requests and avoid uploading unnecessary information.

Within its entrusted scope, LingoDos processes data under lawful instructions, implements safeguards, restricts access, manages teachers and subprocessors, assists rights requests and incidents, and deletes or returns data under the agreement.

LingoDos may independently process information necessary for its own security, fraud prevention, B2B billing, teacher contracts, legal obligations and protection of rights.

The institution understands and agrees that:

• Platform servers may be in Hong Kong;
• LingoDos is in the United States;
• Teachers and providers may be in other countries;
• Mainland Chinese student data may be transferred across borders or accessed remotely from abroad.

The parties must meet applicable legal requirements before processing begins. Online teaching itself cannot be treated as automatic consent to cross-border processing.

13. AI and automation

The platform may use AI or automation to assist with institutional requirements, initial teacher screening, matching suggestions, draft feedback, support summaries, anomaly detection, financial reconciliation and reports.

LingoDos will make reasonable efforts to:

• Minimize input data;
• Prefer internal identifiers and de-identified data;
• Not provide full payment credentials to AI;
• Not use identifiable children's information to train public general-purpose models unless there is a lawful basis and necessary consent;
• Apply human review to significant refund, suspension, teacher disciplinary, child safety and contractual decisions.

AI output may be incorrect. Institutions must not use unreviewed AI content as important promises to consumers.

14. Confidentiality

Both parties must keep confidential prices, Credits, teacher pay, teacher lists and contact details, student data, technology, source code, business plans, customer information, operational data, security information and other reasonably confidential information.

Exceptions cover information lawfully public, already known without a confidentiality obligation, received from an authorized third party or independently developed.

Where disclosure is legally required, notify the other party in advance to the extent legally permitted.

15. Intellectual property

LingoDos and its licensors retain rights to TeachersABC, the platform, source code, data structures, automation, course materials, teacher systems, templates, documentation and general improvements.

The institution retains rights to its brand, trademarks, original content, student relationships, consumer contracts and marketing materials.

Voluntarily provided suggestions may improve general services, but institutional confidential information or identifiable student data must not be published.

16. Third-party services

The platform may rely on cloud servers, payments, email, SMS, video classrooms, analytics, translation, AI, security and other providers.

LingoDos must reasonably select and manage core providers, but is not responsible for third parties independently integrated, bypassed or used without approval by the institution.

17. Compliance and acceptable use

Institutions must not use services to:

• Conduct unlawful training;
• Misrepresent teacher qualifications;
• Falsify student ages, identities or locations;
• Collect unnecessary minors' data;
• Evade payment, sanctions or regulatory requirements;
• Distribute unlawful or harmful content;
• Harass teachers or students;
• Infringe intellectual property;
• Organize multilevel resale;
• Give accounts to unapproved third-party institutions;
• Encourage private teacher transactions;
• Attack or abuse systems.

LingoDos may refuse, suspend or terminate use reasonably considered to pose legal, child safety, data, payment, brand or platform security risks.

18. Service quality and disclaimers

LingoDos will provide services to commercially reasonable professional standards.

Unless expressly promised in an order, there is no guarantee of specific examination scores, admissions, school grades, language levels, reaching a level within a fixed time, institutional recruitment or profits.

Except as expressly agreed in an SLA, the platform is provided on an available basis, without guaranteeing uninterrupted internet, third-party services, institutional devices or student networks.

No disclaimer excludes fraud, intentional misconduct, gross negligence, infringements of personal information rights or liability that cannot legally be excluded.

19. Indemnification

Within its responsibility, the institution must compensate claims, fines, losses and reasonable enforcement expenses suffered by LingoDos, teachers or third parties arising from:

• Institutional recruitment, advertising or misrepresentations;
• Student contracts, collections, refunds or taxes;
• Unlicensed or out-of-scope business operations;
• Failure to obtain necessary authorization;
• Infringing institutional content or data;
• Off-platform teacher solicitation;
• Breach of data and child safety obligations;
• Unlawful use of services.

LingoDos bears legally applicable liability for its own fraud, intentional misconduct, gross negligence, confidentiality breaches, intellectual property infringement caused by its supplied core platform or materials unmodified by the institution, and liability that cannot legally be excluded.

For intellectual property claims, LingoDos may secure continuing usage rights, modify, replace or terminate the affected service and refund fees for the undelivered portion.

20. Liability limits

To the extent permitted by law:

1. Neither party is liable for indirect, incidental, special or punitive losses, or loss of profits, opportunity, goodwill or anticipated savings;
2. LingoDos's aggregate liability for one event and related events generally does not exceed the fees the institution actually paid for the affected services in the preceding six months;
3. If cooperation has lasted less than six months, the cap is the amount actually paid for the affected order;
4. The cap does not apply to the institution's unpaid amounts, intellectual property, confidentiality, unlawful data processing, private teacher solicitation or consumer responsibilities;
5. Fraud, intentional misconduct, gross negligence and liability that cannot legally be limited remain unlimited.

The master services agreement may provide different arrangements.

21. Suspension and termination

LingoDos may suspend some or all services for overdue payment, insufficient Credits, security incidents, account abuse, false information, child safety risks, data noncompliance, unlawful business, authority requests or the need to prevent significant losses.

In nonurgent cases, LingoDos will endeavor to notify the institution and provide a reasonable opportunity to correct the issue.

The institution may terminate under its order, but used Credits, completed implementation and customization, due amounts, teacher costs and other irrevocable costs are handled under the order.

LingoDos may terminate for material institutional breach not corrected within a reasonable period. Fraud, child safety issues, serious data violations, malicious attacks and large-scale circumvention do not require waiting for correction.

After termination:

• New bookings stop;
• Both parties complete reconciliation;
• Data is deleted, returned or retained under the DPA;
• The institution handles student notices, refunds and alternative services;
• Confidentiality, intellectual property, fees, indemnification, liability and dispute provisions survive.

22. Force majeure

Delay or inability to perform caused by natural disasters, war, government action, public health events, widespread internet or cloud failures, power, payment or communications infrastructure failures, strikes and other events outside reasonable control does not create corresponding breach liability.

The affected party must notify, mitigate losses and restore performance promptly. Undelivered services that cannot continue are handled under law or the order.

23. Changes to these terms

Material changes will be notified through the website, account, email or order renewal.

Updates must not retroactively reduce core paid-order rights unless agreed by both parties, legally required, necessary for security or compliance, or permitted by the order.

Institutions rejecting material updates may stop buying new services; purchased services remain governed by the original order.

24. Governing law and disputes

Governing law, arbitration, court and language provisions in a signed master services agreement or order take priority.

Without another written arrangement:

• New York State law governs these terms, excluding conflict-of-laws rules;
• The parties first undertake at least thirty days of good-faith negotiation;
• Unresolved disputes go to the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association for final arbitration by one arbitrator in New York City in English;
• Either party may seek interim injunctions, intellectual property or data security remedies from a competent court.

This provision should be reviewed by a US attorney with regard to cross-border enforceability.

25. Notices and contact

LingoDos may send notices through the institutional account, registered email, order contact or another written channel. The institution must keep its contact details current.

LingoDos Inc. / TeachersABC
Address: 99 Wall Street #2099, New York, NY 10005, United States
Support email: support@teachersabc.com
Legal notices: support@teachersabc.com

26. Other provisions

• The parties are independent contractors, not partners, franchisor/franchisee, agents or a joint venture;
• Neither party may make commitments on the other's behalf without written consent;
• The institution cannot assign the agreement, except approved reasonable business restructuring;
• LingoDos may assign in a restructuring, financing, merger or business sale without reducing core rights, with legally required notice;
• An invalid provision does not invalidate the remaining terms;
• Failure to exercise rights immediately does not waive them;
• Electronic records and signatures have contractual effect;
• These terms do not replace the master services agreement, data processing agreement or specific orders.