Institute Owner Terms

These Institute Owner Terms form a binding agreement between the institute ("Institute", "you") and Panoralink Business Solutions (pvt) Ltd (PV 00286766) ("we", "us"), the operator of the OneLMS platform, including the clazz.lk marketplace and the teacher and institute school sites. They apply to the person who opens and runs an institute account, and to the institute itself. They add to the Teacher Terms, which apply to the institute's content and classes as if the institute were the teacher, and to the Data Processing Addendum. If they disagree, these Institute Owner Terms apply to the institute's account.

1. Your Authority

You confirm that you are the owner, a director or an authorised person of the institute and can bind it to these terms, and that the institute is lawfully established. You must give accurate details and keep them current.

2. Managed Teachers

An institute can add managed teachers. A managed teacher does not sign in. You publish and run their classes, courses and quizzes for them. You confirm for each managed teacher that:

• you have their agreement, and the authority, to publish their content and use their name, photo and qualifications;
• they agree that their content is licensed to us on the terms of the Teacher Terms;
• they know how their personal data is used, as set out in our Privacy Policy; and
• their qualifications and claims about themselves are true.

You are responsible for the content, conduct and student data of your managed teachers as if they were your own. For the indemnity below, content a managed teacher publishes counts as content you upload. You must make sure every managed teacher follows our Acceptable Use Policy, Community Guidelines, Code of Conduct and Copyright & IP Policy, and that minor students are kept safe.

3. Linked Teachers

A teacher who has their own account and links to your institute accepts the Teacher Terms in their own right. You can see and manage only what they agree to share.

4. Fees, Commission & Payouts

The platform commission, the holding period, payouts and their limits, and the recovery of refunded or charged-back sales are set out in the Fees, Commission & Payout Schedule, which is part of these terms. Sales of a managed teacher's content are credited to the institute. How the institute shares that money with each teacher, including the share the institute keeps, is set by you and is between you and the teacher. You are responsible for paying each teacher what you agreed. We do not pay managed teachers, and we are not a party to your arrangements with them. The commission and payout records in your dashboard are bookkeeping tools for you. They are not payment instructions.

Withdrawals are made to a bank account that matches the institute's verified identity, as set out in that Schedule. We may verify the institute and its owner under our AML / KYC Policy before releasing money.

5. Taxes

You are responsible for your own tax obligations and for those that arise from what you pay your teachers, including any withholding that the law requires of you when you pay them. Where the law requires us to withhold or deduct any amount from payments to you, we will do so and account for it to the relevant authority. The rules about who must withhold are still developing, and we follow the law as it stands.

6. Student Data

The institute is a controller of its class and student records. We process them for the institute under the Data Processing Addendum, which you accept with these terms.

Two kinds of organisation are involved in your data, and each has its own responsibility.

• Panoralink Business Solutions (pvt) Ltd (PV 00286766) is the controller of your account, your payments, platform safety and moderation, and platform security. We decide how and why that data is used.
• Each teacher or institute is a separate controller of its own class and student records: attendance, marks and results, contact lists, class messages and the materials it uploads. It decides how and why that data is used for its classes.

We store and handle a teacher's or institute's class and student records on its behalf, under the Data Processing Addendum that every teacher and institute accepts. For those records, the teacher or institute is the first place to ask, and we will help you reach them.

You must make sure everyone who works under your account follows the Addendum, including the duty to keep student data inside the platform.

7. Removing a Managed Teacher

You can remove a managed teacher at any time. You and the teacher decide what happens to their classes and content. Students who already bought content keep the access they paid for, as the Teacher Terms provide. Money already credited to the institute stays with the institute, and you must still pay the teacher what you owe. A removed teacher can ask our privacy contact about their own personal data.

We may also remove a managed teacher, or their content, if we reasonably believe the law or our policies have been broken. We will tell you where we practically can. Reports about content are handled under our Report Content Policy.

8. Suspension & Termination

We may suspend or close the institute account where we reasonably believe these terms, our policies or the law have been breached, or to comply with a lawful directive. This also affects the managed teachers. You may close the account at any time. Obligations on content licences, completed sales, payouts you owe your teachers and record-keeping continue after closure.

9. Changes to these Terms

We may update these terms. Where a change is material, we will tell you and may ask you to accept the new version before you continue.

10. Accepting These Terms

When you accept, we record which document and version you accepted, the date and time, your IP address and the device or app you used. We keep this record as proof of what you agreed to. If we change a document in a material way, we may ask you to accept the new version before you continue. Earlier acceptances are kept.

Indemnification

You agree to indemnify and hold Panoralink Business Solutions (pvt) Ltd (PV 00286766) harmless from any third-party claim, demand, loss, liability or expense (including reasonable legal costs) arising from (a) content you upload or make available, (b) your breach of these terms or of any law, or (c) your infringement of any third party's intellectual property or other rights. We will notify you of the claim, allow you to participate in its defence, and will not settle it without your consent (not to be unreasonably withheld).

Limitation of Liability

The platform connects independent educators and students and is provided on an "as is" and "as available" basis. To the fullest extent permitted by law, Panoralink Business Solutions (pvt) Ltd (PV 00286766) shall not be liable for: the acts, omissions, content, conduct, accuracy, quality or results of any educator, student or other user; any indirect, incidental, special, punitive or consequential loss; or any loss of profits, revenue, data, goodwill or opportunity, however arising, whether in contract, tort (including negligence), statute or otherwise, even if we were advised of the possibility of such loss.

Where our liability cannot lawfully be excluded, our total aggregate liability to you for all claims connected with the platform is limited to the greater of (a) the fees you paid to us in the three (3) months before the event giving rise to the claim, or (b) LKR 10,000. These limits do not apply to liability for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation, or to any right or remedy that cannot be excluded or limited under the Consumer Affairs Authority Act No. 9 of 2003 or other applicable law.

Governing Law & Regulatory Framework

This document is intended to comply with the laws of the Democratic Socialist Republic of Sri Lanka, including, where relevant, the Intellectual Property Act No. 36 of 2003, the Financial Transactions Reporting Act No. 6 of 2006, the Electronic Transactions Act No. 19 of 2006, the Personal Data Protection Act No. 9 of 2022 and applicable tax legislation.

These terms are governed by the laws of the Democratic Socialist Republic of Sri Lanka. The parties will first attempt in good faith to resolve any dispute by negotiation; failing that, the courts of Colombo have exclusive jurisdiction, save that any dispute may instead, by agreement of the parties, be referred to arbitration under the Arbitration Act No. 11 of 1995, seated in Colombo and conducted in English. Nothing in this clause limits any right or remedy a consumer has under the Consumer Affairs Authority Act No. 9 of 2003.

Contact

Questions about this document, and any privacy request, can be sent to our privacy contact: email support@onelms.lk, phone 011 715 7712. This document is issued by Panoralink Business Solutions (pvt) Ltd (PV 00286766) ("we", "us", "our"), the operator of the OneLMS platform, including the clazz.lk marketplace and the teacher and institute school sites.