MichiEdu Tutor Services Agreement

This agreement is between:

株式会社エスハチ, trading as MichiEdu, of 東京都中央区勝どき四丁目6番2-4509号 (“MichiEdu”)

and

________, of ________ (“the Tutor”)

Dated: 23 October 2026

1. Relationship between the parties

1.1 The Tutor provides the Services as an independent contractor under a business-outsourcing (業務委託) arrangement. This agreement does not create a relationship of employment, partnership, or agency between the parties.

1.2 The Tutor may accept or decline any individual booking, and is not required to give a reason for declining.

1.3 The Tutor determines how to deliver each session, using their own professional judgement, subject to the Code of Conduct.

1.4 The Tutor is free to provide tutoring or other services to third parties, subject to clause 8.

1.5 The Tutor provides their own equipment and internet connection.

2. The Services

2.1 The Tutor provides one-to-one online tutoring to students introduced by MichiEdu, in the subjects and at the levels agreed at the time of the Tutor’s approval.

2.2 Sessions take place on the MichiEdu platform.

2.3 The Tutor will submit a written session summary after each session, covering topics taught, work set, and next steps.

2.4 The Tutor will keep their availability up to date on the platform, maintaining open slots at least seven days ahead.

3. Rates

3.1 The Tutor is assigned to a band based on academic credentials that MichiEdu verifies.

3.2 The Tutor’s hourly rate is agreed between the Tutor and MichiEdu at interview and recorded in Schedule 1. The published band table is a guide to the expected range and is not binding on either party.

3.2A MichiEdu displays the agreed rate on the Tutor’s public profile.

3.3 Where a subject premium applies to a session, MichiEdu pays the full premium to the Tutor in addition to the band rate.

3.4 The rate applicable to a session is fixed at the moment the booking is confirmed and does not change afterwards.

3.5 Where the Tutor’s rate changes, the new rate applies only to bookings made after the change. Existing recurring students continue at the previous rate until the end of the current term.

3.6 MichiEdu may adjust the Tutor’s band where the Tutor provides evidence of new credentials, or where the Tutor’s quality metrics fall below the thresholds published from time to time.

4. Payment

4.1 MichiEdu pays the Tutor monthly, by the 15th day of the month following the month in which the session was delivered.

4.2 MichiEdu pays for a session only once the Tutor has submitted the session summary for that session.

4.3 Where the amount owing is less than ¥5,000, it carries forward to the following month.

4.4 Rates are expressed in Japanese yen. Where MichiEdu pays in another currency, conversion takes place at the time of payment at the payment provider’s prevailing rate. The Tutor accepts any difference arising from exchange rate movement between the session date and the payment date.

4.5 The fee is stated as a gross amount before withholding tax. Where withholding is required under Japanese law, MichiEdu will deduct the prescribed amount and pay the balance to the Tutor. MichiEdu will provide the Tutor with a statement showing the gross amount, the amount withheld, and the amount paid when applicable.

4.6 The Tutor is responsible for filing and paying their own taxes in their country of residence and elsewhere as applicable.

4.7 MichiEdu will provide the Tutor with written notice of the terms of each engagement at the time it is commissioned, as required by the Japanese Freelance Act (特定受託事業者に係る取引の適正化等に関する法律).

4.8 MichiEdu may withhold payment for a session where the session is under investigation following a complaint, where the session summary has not been submitted, or where MichiEdu reasonably suspects fraud. MichiEdu will tell the Tutor the reason and the expected duration of any such hold.

5. Work eligibility

5.1 The Tutor represents and warrants that they hold all authorisations required to perform the Services as an independent contractor in the country in which they are physically located while performing them.

5.2 The Tutor will maintain that authorisation throughout the term of this agreement.

5.3 The Tutor will notify MichiEdu in writing within 14 days of any change to their country of residence or immigration status.

5.4 The Tutor acknowledges that MichiEdu does not provide immigration, tax, or legal advice, and that the Tutor is solely responsible for their own compliance.

5.5 MichiEdu may suspend or terminate this agreement immediately where the representation in clause 5.1 ceases to be accurate.

5.6 The Tutor will indemnify MichiEdu against any claim, loss, or cost arising from a breach of this clause.

6. Conduct and safeguarding

6.1 The Tutor agrees to comply with the MichiEdu Tutor Code of Conduct, set out in Schedule 2, which forms part of this agreement.

6.2 The Tutor acknowledges that MichiEdu’s students are, in most cases, under 18.

6.3 The Tutor will report any safeguarding concern to MichiEdu on the same day it arises, and will not investigate it themselves.

6.4 MichiEdu may suspend the Tutor immediately, without prior notice, where a safeguarding concern has been raised, pending investigation.

6.5 MichiEdu may terminate this agreement immediately for breach of the Code of Conduct.

6A. Reliability

6A.1 All times in this clause are measured from the scheduled start of the session.

6A.2 The Tutor may reschedule a session freely more than 12 hours before it starts.

6A.3 Between 2 and 12 hours before a session, the Tutor may request a reschedule. The Tutor must offer at least two alternative times, each within 7 days of the original. The student has 24 hours to respond. If the student declines, or does not respond, or the replacement session does not take place, the event is recorded as a late cancellation by the Tutor.

6A.4 Within 2 hours of a session, rescheduling is not available.

6A.5 The Tutor may decline a student’s request to reschedule inside 12 hours without any consequence under this clause.

6A.6 If the Tutor has not joined a session 15 minutes after its start time, the student may record the session as not attended.

6A.7 MichiEdu records the following events across the Tutor’s most recent 10 sessions:

6A.8 The total determines the Tutor’s standing:

6A.9 A suspension under 6A.8 is a suspension from matching and new bookings. MichiEdu will notify the Tutor in writing, state the reason, and review the suspension within 14 days. The Tutor may respond in writing and MichiEdu will consider that response before deciding.

6A.10 No event is recorded against the Tutor where neither party joined the session, where a technical failure on MichiEdu’s side prevented the session, or where the student had already cancelled.

7. Intellectual property and confidentiality

7.1 The Tutor assigns to MichiEdu all copyright and other intellectual property rights in any materials created in the course of providing the Services, including the rights referred to in Articles 27 and 28 of the Copyright Act (著作権法).

7.2 The Tutor agrees not to exercise their moral rights (著作者人格権) in relation to those materials.

7.3 The Tutor warrants that any material they upload, share, or use in a session does not infringe the rights of any third party.

7.4 The Tutor will not upload or distribute IB past examination papers, mark schemes, or other third-party copyright material through the MichiEdu platform.

7.5 The Tutor will keep confidential all information about students, families, and MichiEdu’s business that is not publicly available, both during and after the term of this agreement.

7.6 The Tutor will not retain copies of student information after this agreement ends.

8. Working directly with MichiEdu families

8.1 During the term of this agreement, and for 24 months after it ends, the Tutor will not provide tutoring or related educational services directly to any student or family introduced to the Tutor through MichiEdu, otherwise than through the MichiEdu platform.

8.2 Where the Tutor breaches clause 8.1, MichiEdu may terminate this agreement immediately and permanently exclude the Tutor from the MichiEdu platform. MichiEdu will record the reason for the exclusion and will decline to provide a reference for the Tutor.

8.3 Clause 8.2 does not limit any other remedy available to MichiEdu, including a claim for losses caused by the breach.

8.4 Clause 8.1 does not apply to any student or family with whom the Tutor had an existing tutoring relationship before being introduced through MichiEdu, provided the Tutor disclosed that relationship to MichiEdu in writing at the time.

9. Term and termination

9.1 This agreement begins on the date of signature and continues until terminated.

9.2 Either party may terminate this agreement by giving 30 days’ written notice.

9.3 MichiEdu may terminate immediately for breach of clauses 5, 6, or 7.

9.4 Where the Japanese Freelance Act (特定受託事業者に係る取引の適正化等に関する法律) requires advance notice before terminating a continuing engagement, MichiEdu will give the notice required by that law.

9.5 On termination, the Tutor will complete any sessions already booked, unless MichiEdu directs otherwise.

9.6 Termination does not affect payment owed for sessions already delivered where the session summary has been submitted.

9.7 Clauses 7 and 8 survive termination.

10. Transfer of this agreement

10.1 MichiEdu intends to transfer its business to a new company. The Tutor consents to the transfer of this agreement to that company, on the same terms.

11. Harassment

11.1 MichiEdu maintains arrangements for receiving and responding to reports of harassment.

11.2 The Tutor may report any concern to Noritaka Okada at support@michiedu.com.

12. Data protection

12.1 MichiEdu processes the Tutor’s personal information as described in the Tutor Privacy Notice.

12.2 The Tutor will process student information only as necessary to deliver the Services, and will not disclose it to any third party.

13. General

13.1 This agreement, the Code of Conduct, and the Tutor Privacy Notice together form the whole agreement between the parties.

13.2 No variation of this agreement is effective unless made in writing.

13.3 If any provision is held to be unenforceable, the remainder continues in effect.

13.4 This agreement is governed by Japanese law. The Tokyo District Court (東京地方裁判所) has jurisdiction as court of first instance.

Schedule 1: Band and rate

Schedule 2: Code of Conduct

Most MichiEdu students are under 18. These are rules, not guidance.

Contact and communication

1. All sessions take place on the MichiEdu platform.

2. Do not contact a student on any personal channel. This includes WhatsApp, LINE, WeChat, Instagram, Discord, personal email, and telephone.

3. Do not contact a student one to one outside scheduled sessions. If you need to reach a student between sessions, use the MichiEdu platform.

4. Do not meet a student in person unless a guardian is present and you have informed MichiEdu in advance.

5. Do not connect with a student on personal social media accounts.

Conduct during sessions

6. Keep your camera on for the whole session.

7. Teach from an appropriate setting. Do not teach from a bedroom or a bed.

8. Wear clothing appropriate to a professional teaching setting.

9. Do not introduce romantic or sexual content of any kind, in any form, at any time. This results in immediate termination without warning.

10. Do not give gifts or money to a student, and do not accept them.

11. Do not ask a student for personal favours, and do not offer them.

12. Do not discuss your personal relationships, finances, or private life with a student.

13. Do not keep anything secret with a student. Never ask a student to keep something from their guardian or from MichiEdu.

14. Do not offer a student advice on personal, medical, or mental health matters. If a student raises something of this kind, listen, do not advise, and tell MichiEdu the same day.

Academic integrity

15. Do not complete homework, coursework, Internal Assessments, Extended Essays, or any assessed work for a student.

16. Do not help a student cheat or plagiarise.

17. Coach students to produce their own work. Explain, question, and give feedback. Do not write their work for them.

18. Do not upload or share IB past examination papers or mark schemes through MichiEdu. Link to official sources, or work from the student’s own copy.

19. Do not claim to know what will appear in an examination.

Reporting

20. Report concerns to MichiEdu. Do not investigate them yourself.

21. If a student says anything that worries you about their safety or wellbeing, tell MichiEdu the same day at support@michiedu.com.

22. If a student tells you they have been harmed, or you believe a student is at risk, tell MichiEdu immediately.

23. If another tutor’s conduct concerns you, tell MichiEdu.

Platform and professional obligations

24. Do not arrange tutoring with a MichiEdu family outside the platform.

25. Submit a session summary after every session. MichiEdu cannot pay you for a session without one.

26. Arrive on time. If you will be late or cannot attend, tell MichiEdu and the student as early as possible.

27. Keep your availability up to date, with open slots at least seven days ahead.

28. Respond to messages within 24 hours.

29. Keep student information confidential. Do not discuss a student with anyone outside MichiEdu.

What happens if a rule is broken

MichiEdu may suspend a tutor immediately and without prior notice while investigating a safeguarding concern. Suspension is not a finding of fault.

Language

This Code is written in English. MichiEdu may provide Japanese and Chinese translations for convenience. If a translation differs from the English version, the English version governs.

Signed for and on behalf of 株式会社エスハチ

岡田博信 · 代表取締役 · 23 October 2026