Website Terms For Online Course Marketplaces

Yes, if you run an online course marketplace in New Zealand, you need website terms. But you usually need more than one set of terms, because you're dealing with two very different groups: students buying courses and creators selling through your platform.

That's where generic online learning terms often fall short. They might cover enrolment and payment, but they usually don't deal properly with creator obligations, platform commissions, student refunds, course content licences, reviews, moderation and what happens if a creator disappears mid-course.

The good news is that your terms don't need to be complicated to be useful. They just need to clearly explain how your marketplace works, who is responsible for what, and what rights your business has when something goes wrong.

What Website Terms Does An Online Course Marketplace Need?

An online course marketplace usually needs separate student terms and creator terms, plus a privacy policy. You may also need platform rules, content guidelines and marketing consent wording depending on how your site works.

A two-sided marketplace is different from a standard course website. If you create and sell every course yourself, your terms can focus on your relationship with students. If independent instructors upload courses, set prices or deliver support, your terms need to cover the platform relationship too.

For most New Zealand course marketplaces, the core documents are:

• Student terms and conditions: These cover accounts, purchases, access, refunds, acceptable use and student behaviour.
• Course creator agreement: This covers what instructors can sell, quality standards, fees, payouts, intellectual property and creator responsibilities.
• Privacy policy: This explains how you collect, use and share personal information under the Privacy Act 2020.
• Content and community guidelines: These set rules for courses, comments, live sessions, reviews and messaging.
• Marketing consents: These help you comply with the Unsolicited Electronic Messages Act 2007 when sending promotional emails or texts.

Your terms should also match the way money actually flows through your marketplace. For example, your wording will be different if students pay you and you pay creators later, compared with a model where students contract directly with the creator and you only take a platform fee.

What Should Student Terms And Conditions Cover?

Your student terms should explain what students are buying, how access works and what rights they have if something goes wrong. They should also protect your platform from behaviour that affects other users or creators.

A practical set of student terms usually covers:

• who can create an account and whether students must be over a certain age
• how course purchases, subscriptions, bundles or memberships work
• when access starts and how long it lasts
• whether courses are live, recorded, self-paced or cohort-based
• student obligations, such as not sharing logins or copying course materials
• rules for comments, reviews, messaging and community areas
• refunds, cancellations and technical access issues
• limits on liability, while still respecting consumer law
• how your business can suspend or close accounts for misuse

New Zealand consumer laws matter here. Under the Fair Trading Act 1986, your course descriptions, pricing, reviews and refund statements must not mislead students. Under the Consumer Guarantees Act 1993, consumer services must meet certain guarantees, including being carried out with reasonable care and skill and being fit for the purpose made known.

You can't simply write these protections out of your terms for consumer students. If your students are businesses buying for business purposes, you may be able to contract out of parts of the Consumer Guarantees Act, but only where the law allows it and the wording is clear and fair in the circumstances.

You should also be careful with standard form terms. The Fair Trading Act includes unfair contract term rules for standard form consumer contracts and small trade contracts. A clause that lets your platform change everything, keep all money in every situation or avoid all responsibility may not hold up if it's unfair.

What Should Go In A Course Creator Agreement?

A course creator agreement should set out what instructors can do on your platform, what standards they must meet and how they get paid. This is the document that generic education terms most often miss.

Your creator agreement should be clear on:

• Onboarding: what information creators must provide, such as identity details, business details, NZBN if relevant, bank account information and tax information
• Course standards: minimum quality, accuracy, accessibility, update and support requirements
• Legal compliance: obligations not to upload misleading, harmful, infringing or unlawful content
• Marketing claims: rules around income claims, qualifications, endorsements and outcomes students can expect
• Creator support: who answers student questions and how quickly
• Fees and payouts: commissions, deductions, GST treatment, payout timing and chargebacks
• Intellectual property: who owns the course content and what licence your platform receives
• Platform control: when you can edit listings, pause sales, remove content or terminate a creator account

Say Aria runs a New Zealand marketplace for design courses. One instructor uploads a course promising students they will earn $10,000 in their first month as a freelancer. If Aria's creator agreement bans unsubstantiated earnings claims and lets the platform remove misleading content, she has a much clearer basis to act quickly before the claim causes wider problems.

You should also think about employment and contractor risk if your marketplace relies heavily on creators. Many platforms treat creators as independent contractors, but the label alone isn't enough. If you control when they work, how they teach, what they say, whether they can work elsewhere and how they're paid, the relationship can become more complicated.

The Employment Relations Act 2000 is relevant if there's a real question about whether a worker is an employee rather than a contractor. Recent Employment Relations Amendment Act 2026 changes introduced a contractor gateway test aimed at giving more certainty where certain factors are met. If your marketplace closely manages instructors or uses them to deliver your own branded courses, get tailored advice on the structure before scaling the model.

How Should You Handle Platform Fees, Payouts And Refunds?

Your terms should spell out exactly how money moves through the platform. This includes what students pay, what creators receive, what fees you keep and what happens when a refund, chargeback or failed payment occurs.

Common fee models include:

• a percentage commission on each course sale
• a fixed platform fee per enrolment
• a subscription fee charged to creators
• a listing fee or promotional placement fee
• a mix of commission and paid upgrades

Your creator terms should explain whether your commission is calculated before or after GST, payment processor fees, discounts, refunds and affiliate commissions. If you don't spell this out, you may end up arguing over calculations later.

Your payout terms should also cover:

• when creators become eligible for payment
• whether you hold funds for a refund or chargeback period
• minimum payout thresholds
• what happens if a creator's bank details are wrong
• whether you can deduct refunds, chargebacks, taxes, platform fees or amounts owed to you
• what happens to unpaid amounts if a creator account is suspended or terminated

Be careful not to treat tax as an afterthought. GST, withholding issues and income reporting can depend on your exact model, who your users are and where they're located. Your legal terms can allocate responsibilities, but you should get accounting or tax advice on the correct treatment.

For students, pricing should be transparent. If you advertise a course for a particular price, the total cost should be clear before payment. Any recurring subscription, renewal or membership fee should be easy to understand before the student signs up.

What Refund Policy Do You Need For Students?

Your refund policy should clearly say when students can get a refund, when they can't, and how refunds affect creator payouts. It also needs to sit comfortably with New Zealand consumer law.

New Zealand doesn't have a general automatic cooling-off period for every online course purchase. That means you can choose whether to offer change-of-mind refunds, provided your policy isn't misleading and doesn't remove rights students have under the Consumer Guarantees Act or Fair Trading Act.

Students may have stronger rights if, for example:

• the course is materially different from what was advertised
• the creator doesn't provide the promised access, sessions or materials
• the course isn't delivered with reasonable care and skill
• technical issues on your platform mean the student can't access what they paid for
• your advertising created a misleading impression about outcomes, qualifications or support

Your refund policy can also deal with practical categories, such as:

• change-of-mind refunds
• duplicate purchases
• subscription renewals
• live cohort courses where a student misses sessions
• downloadable materials that have already been accessed
• partial refunds where a student has completed part of a course

For a marketplace, the creator side matters just as much. Your creator agreement should say whether the creator bears the cost of refunds caused by their content, conduct or failure to deliver. It should also say whether you can claw back amounts from future payouts if a refund or chargeback happens after the creator has already been paid.

Try to make your refund process easy to follow. For example, state where students submit refund requests, what information they need to provide and how your business assesses them. If you promise a response time, make sure your team can meet it consistently.

Who Owns The Course Content And Student Data?

Usually, the creator owns their course content, your platform owns its branding and software, and your business controls student account data. Your terms should make this clear so everyone knows what they can use and what they can't.

Course Content

Your creator agreement should state whether creators keep ownership of videos, slides, worksheets, quizzes, templates and other materials. In most marketplaces, creators keep ownership but grant the platform a licence to host, stream, display, promote and deliver the course to students.

That licence should be broad enough to let you operate the marketplace properly. For example, you may need to use course names, thumbnails, excerpts and creator bios in search results, emails, advertisements and social media posts.

You should also decide what happens after a creator leaves. Can enrolled students keep access to the course? Can you keep hosting it for a wind-down period? Can you use past sales pages or reviews? These are much easier to manage if the answer is written into the agreement.

Platform IP And Branding

Your terms should stop creators and students from copying your platform content, brand assets, website design, badges, certificates or trade marks without permission. If your brand is important to your growth, you may also want to consider trade mark protection through IPONZ.

Student Data

Under the Privacy Act 2020, you need to be transparent about what personal information you collect, why you collect it, who you share it with and how people can access or correct their information. A privacy policy is the usual place to explain this.

Online course marketplaces often share some student information with creators, such as names, enrolment details, progress, questions or assessment submissions. Your privacy policy should explain that sharing clearly. If you use overseas software providers for hosting, payments, analytics or email marketing, your privacy wording should also deal with overseas disclosures.

If a privacy breach is likely to cause serious harm, you may need to notify the Privacy Commissioner and affected people. Your internal processes should support this, especially if creators can download student information or message students directly.

Can You Remove Courses, Ban Creators Or Moderate Reviews?

Yes, you can reserve these rights in your marketplace terms, but they should be clear and used consistently. Moderation rights are essential for a course marketplace because one creator's content can affect student trust in the whole platform.

Your terms should let you act where a course, creator or student:

• breaches your terms or community guidelines
• infringes copyright, trade marks or another person's rights
• contains misleading claims or unsafe advice
• receives serious complaints about quality or delivery
• uses offensive, discriminatory or harmful material
• tries to move students off-platform to avoid your fees
• misuses reviews, testimonials or ratings

Reviews need particular care. If you publish student reviews, don't edit or filter them in a way that creates a misleading overall impression. For example, only showing five-star reviews while hiding genuine negative feedback could raise Fair Trading Act concerns.

Your terms can give you the right to remove reviews that are fake, abusive, irrelevant, discriminatory or include private information. The safer approach is to moderate based on published rules, not whether the review is positive or negative.

Creator agreements should also allow you to pause sales while you investigate serious content or compliance concerns. That doesn't mean you need to make every decision public, but your agreement should give your business enough room to protect students, your brand and the marketplace.

Common Mistakes To Avoid

The biggest mistake is using ordinary website terms and hoping they will cover the marketplace model. Templates can be a helpful starting point, but documents work best when they match how your platform actually operates.

Watch out for these common gaps:

• No clear contract structure: Students don't know whether they're buying from you or the creator, and creators don't know who handles complaints.
• Unclear refund responsibility: Your platform refunds the student, but the creator has already been paid and your agreement doesn't allow deductions.
• Weak IP licences: A creator leaves and demands that you immediately remove content already sold to students.
• No moderation power: You spot misleading claims or unsafe content, but your terms don't clearly let you suspend the course.
• Overpromising outcomes: Course pages suggest students will get a job, income result or qualification when that isn't guaranteed.
• Privacy gaps: Student data is shared with creators or overseas tools, but your privacy policy doesn't explain this properly.
• Contractor risk: Your business treats instructors as independent creators, while managing them like staff behind the scenes.

Fixing these issues early helps your marketplace look more professional and makes it easier to onboard creators, answer student questions and scale with confidence.

Key Takeaways

• Online course marketplaces usually need separate student terms, creator terms and a privacy policy.
• Your student terms should cover payments, access, refunds, conduct and consumer law protections.
• Your creator agreement should deal with course standards, fees, payouts, IP licences, compliance and moderation rights.
• Your refund policy should be clear, fair and consistent with the Fair Trading Act 1986 and Consumer Guarantees Act 1993.
• Your privacy practices need to match the Privacy Act 2020, especially if creators can access student data.
• Marketplace terms should reflect your exact model, because small wording gaps can create big practical problems later.

If you'd like help with your student terms, course creator agreements, privacy policy or platform rules, you can reach us at 0800 002 184 or team@sprintlaw.co.nz for a free, no-obligations chat.