The Instructor Partnership Agreement is made between the following parties.

PARTIES

WHEREAS, HARLEY J ASSOCIATES LTD, hereinafter referred to as “Janets,” a company duly registered under the laws of the United Kingdom, specialises in providing e-learning, training, and skill courses to partners through its online course platform 

WHEREAS, the “Instructor,” is the developer of course content and desires to enter a commercial relationship with Janets for the sale of specific courses on a profit-sharing basis;

NOW, THEREFORE, for and in consideration of the premises and the mutual agreements and conditions herein contained, it is hereby agreed as follows:

1. Definitions

In this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

1.1. Parties: The term “Parties” shall collectively refer to Janets and the Instructor.

1.2. Sale: A “Sale” means the successful purchase of a product sold by Janets and its associated partners.

1.3. License: To “License” shall mean holding the right to sell a product in accordance with Clause 2.

1.4. Course: A “Course” shall mean a course that (i) is delivered by a multidivisional online provider primarily electronically using the Internet or other computer-based methods and (ii) is taught by a teacher/instructor primarily from a remote location, with student access to the teacher/instructor given synchronously, asynchronously, or both.

1.5. Course Price: “Course Price” shall refer to the price of a single course.

1.6. Instructor Campaign: “Instructor Campaign” shall signify the creation of a collaborative bundle of courses with other instructors.

1.7. Associated Partners: “Associated Partners” shall denote partners of Janets who hold the right to sell a product in accordance with Clause 2.

1.8. Third-party: “Third-party” shall encompass parties that are partnered with associated partners of Janets who hold the right to sell a product in accordance with Clause 2.4.

1.9. Customer: A “Customer” is the person purchasing a course under the terms and conditions of Janets and its associated partners.

1.10. Services: “Services” shall encompass Janets’s associated partners’ marketing, delivery, administration, maintenance, and provision of the courses to customers and potential customers.

1.11. VAT: “VAT” shall refer to Value-added tax or any equivalent tax chargeable in the UK.

1.12. EAT: “Earnings after deducting VAT” shall represent the earnings after deducting Value-added tax or any equivalent tax chargeable in the UK.

1.13. Marketing and operating costs: “Marketing and operating costs” shall denote Janets’ and its associated partners’ actual incurred costs, with respect to the services for that course, which are the marketing and operating costs.

1.14. Revenue: “Revenue” shall encompass the sold price of a course, including VAT, as it appears on Janets and its associated partner’s website.

1.15. Third-Party Revenue: “Third-Party Revenue” shall signify the amount received for a course sold from a third party.

1.16. Profit: “Profit” shall refer to the amount after deducting the marketing and operating costs from EAT.

1.17. Featured Course: A “Featured course” shall denote a course that has been featured as the main course of a bundle.

1.18. Additional course: An “Additional course” shall signify a course that has been featured as a promotional course with a featured course in a bundle.

2. Course Delivery, Listings, Selling, Usage & Manage:

2.1 Provision of Course Materials

The Instructor shall provide Janets with comprehensive course contents, materials, images, videos, and course particulars to be conveyed through Dropbox, Google Drive, or any other file hosting service utilised by Janets. Janets shall undertake the responsibility of publishing and displaying instructor courses on Janets’ websites.

2.2 License Grant

Subject to the stipulations set forth in this agreement, the Instructor hereby confers upon Janets, along with its affiliated partners, for the duration of this agreement, a license to sell, create Instructor Campaigns in conjunction with other courses, subdivide the course into multiple segments for individual sale, distribute, publicly present, offer, and promote the courses, exclusively for the aforementioned purposes.

2.3 Promotion by Associated Partners

Janets’ associated partners shall engage in the promotion and advertisement of the instructor’s courses on their respective websites and their advertising platforms.

2.4 Third-Party Partner Limitation

Third-party partners affiliated with Janets’ associated partners shall exclusively advertise and endorse instructor courses but shall not be entitled to the benefits outlined in clause 2.2.

2.5 Acknowledgment of License

Janets acknowledges and affirms that all courses are licensed for sale by the instructor.

2.6 Use of Shared Courses

The courses created by the Instructor, which they are allowing Janets to use, come with a 100% commission arrangement. This means that Janets can offer these courses to other parties, like partnered brands, for promotional marketing purposes, and any revenue generated from these promotions will be solely retained by Janets, without direct financial compensation for the Instructor.

2.7 Customer Care and Course Recordings

Janets’ associated partners shall bear sole responsibility for assessing customers who have purchased and enrolled in courses through Janets’ partners’ websites. They shall provide all necessary customer support, information, and certifications. The Instructor hereby consents to Janets and its associated partners recording any or all parts of a course (excluding the instructor’s identification or introduction), including voice chat communications, for quality control, delivery, marketing, promotion, demonstration, or operation of the Services. Any such recording shall be deemed a copy and/or derivative work of the respective course.

2.8 Obligations of Janets and Its Associated Partners

2.8.1 Janets and its associated partners shall deliver the Services and maintain their website in a commercially acceptable manner, at their sole cost, to establish, manage, operate, and host their websites and all contained content.

2.8.2 Janets and its associated partners shall ensure that their website adheres to commercially reasonable operating policies and procedures, including, but not limited to, terms of use and privacy policies in compliance with applicable laws.

2.8.3 The marketing of courses shall be conducted by Janets and its associated partners with good business ethics and in a commercially acceptable manner, without tarnishing the reputation of the Instructor or the Instructor’s products and services, including the course.

2.9 Representation and Warranty Limitation

Without constraining any of the above provisions, Janets and its associated partners shall refrain from offering or implying, to any customers or third parties, any obligations on the part of the Instructor or making any representations, warranties, or guarantees to customers or third parties that conflict with or supplement those articulated herein. The license granted herein for the courses explicitly excludes Janets and its associated partners from copying, altering, reversing, hacking, or interfering with the courses except as expressly authorised.

3. Course Pricing 

3.1. Course Pricing and Promotions: Janets, in conjunction with its Partners, shall retain full discretion to ascertain and establish the pricing for all courses offered by the instructor herein.

3.2. Janets and its Partners reserve the right to implement discounts and promotional offers for said courses as they deem appropriate.

4. Revenue, Costs, Profit & Profit Share: 

4.1. When a course is promoted and sold from Janet’s website, 20% VAT will be deducted from the revenue. Instructor profit will be considered as 50% of the EAT after the deduction of 35% for marketing and operating costs. 

In summary, when a course is sold on Janet’s website, the revenue goes through the following steps:

Deduct 20% for VAT.

Calculate EAT (Earnings After Tax).

Deduct 35% for marketing and operating costs.

The instructor’s profit is 50% of the EAT after all deductions.

4.2. When a course is sold by any third party, the instructor’s profit will be considered as the revenue received from the third party shall be divided by two after deducting 35% as marketing and operating costs and 20% VAT. 

In summary, when a course is sold through a third party:

The revenue received from the third party is considered.

Deduct 35% for marketing and operating costs.

Deduct 20% for VAT.

The instructor’s profit is half of the remaining amount after all deductions.

Explanation:

1. If a course generates revenue of £20 then the instructor’s share will be according to the following calculation: 

50% of £20 – Marketing and operating costs (35% of EAT) – (20% VAT) = £5.2

1. If a course generates third-party revenue of £10, then the instructor’s share will be according to the following calculation: 

50% of £10 – 35% Marketing and operating costs – 20% VAT = £2.25 

4.3. For the feature course in a bundle, the Revenue will be considered as 70% of the sold price.

4.4. For the additional course in a bundle, the Revenue will be considered as 30% of the sold price.

4.5. The instructor’s profit from a single yearly subscription sold will be proportional to the total courses that can be enrolled by that customer in a single year. Each course will be considered separate regardless of being provided by the same instructor.

4.6. The instructor’s profit from a single-month subscription sold will be proportional to the total courses that can be enrolled by that customer in a single month. Each course will be considered separate regardless of being provided by the same instructor.

5. Payment: 

5.1. Payment Obligation by Janets:

Janets shall remunerate the Instructor’s share of profits derived from the sale of any course(s) at the culmination of each quarter subsequent to the quarter in which the sales were executed. All payments shall be disbursed in British Pounds (GBP). In the event that any Instructor’s outstanding sum attains a threshold of £500, such Instructor may request payment at any time.

5.2. Subscription Payment:

Payments concerning subscriptions shall be effectuated subsequent to the computation as delineated in Section 4.

5.3. Payment Processing by Janets:

Janets will execute payment transactions in accordance with the payment details furnished by the Instructor, as specified in Section 5.4.

5.4. Payment Information:

The Instructor shall furnish either banking information or PayPal account details for the receipt of payments.

6. Refunds: 

6.1 Acknowledgement of Refund Rights:

The Instructor hereby expressly acknowledges and agrees that customers have an enforceable right to receive a refund, as prescribed in the refund policy of Janets and its associated partners. Under no circumstances shall the Instructor, Janets, or its associated partners be entitled to receive any payments, fees, or commissions in relation to transactions for which a refund has been processed.

6.2 Refund Handling:

In the event that a customer requests a refund for a course for which HARLEY J ASSOCIATES LTD has already disbursed payment to the Instructor, Janets and its associated partners reserve the absolute right, upon providing written notice to the Instructor, to exercise one of the following options:

(a) Deduction from Future Payments:

Janets and its associated partners may elect to deduct the refund amount previously disbursed to the Instructor from any subsequent payments scheduled to be issued to the Instructor.

(b) Reimbursement Requirement:

Alternatively, Janets and its associated partners may demand that the Instructor promptly reimburse HARLEY J ASSOCIATES LTD the full amount that was previously disbursed to the Instructor in connection with the course for which a refund has been sought.

7. Taxes: 

“Janets” and/or its affiliated partners shall assume responsibility for all relevant sales, value-added tax (VAT), and other levies imposed or derived from the provision of services, courses, and/or the sale or distribution of said courses to any entity, with the exception of taxes predicated upon the Instructor’s net income.

8. Customer Ownership: 

8.1 Customer Status and Responsibilities: 

All individuals duly enrolled in courses shall be the “Customers” of Janets and its affiliated partners. Janets and its affiliated partners shall jointly and severally bear full responsibility for the care and management of each Customer.

8.2 Assessment and Customer Support: 

Janets shall assume exclusive responsibility for the assessment of Customers and shall furnish all requisite customer support, information, and certifications. Instructors shall not possess any direct contractual association with Customers, and any pertinent information concerning Customers shall be duly relayed to the Instructor by Janets.

9. Obligations of the Instructor or Company

9.1. Accuracy and Completeness of Courses: 

The Instructor or Company shall exert reasonable efforts to ensure that each course offered is materially accurate and comprehensive concerning its subject matter as of its delivery date to Janets.

9.2. Prohibited Content: 

The Instructor shall refrain from posting or providing any content that is illegal, inappropriate, offensive, racist, hateful, sexist, pornographic, infringing, defamatory, or libellous, including within the scope of the course.

9.3. Intellectual Property Rights: 

The Instructor shall guarantee that no content contained within any course shall infringe or misappropriate any intellectual property rights belonging to a third party.

9.4. Unsolicited Communications: 

The Instructor shall not upload, post, or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, whether commercial or otherwise, through our platform or to any customers.

9.5. Scope of Use: 

The Instructor shall employ Janets’ services exclusively for the purpose of providing tutoring, teaching, and instructional services, and shall not engage in any other commercial activities.

9.6. Licensing and Royalties: 

The Instructor shall not undertake any actions necessitating Janets and its affiliated partners to obtain licenses from, or make royalty payments to, any third party, including but not limited to royalty payments for the public performance of musical works or sound recordings.

9.7. Unauthorised Interference: 

The Instructor shall refrain from copying, modifying, distributing, reversing, hacking, or interfering with Janets’ and its associated partners’ website (including non-Instructor content) and/or their services or operations, except as permitted by the terms and conditions of this agreement.

9.8. Prohibition of Coupon Embedding: 

The Instructor shall not frame the services in a manner designed to embed a free coupon version of the course or similar functionality intended to circumvent the services.

9.9. Security Measures: 

The Instructor or Company will make commercially viable efforts to avoid introducing any virus, worm, spyware, or any other computer code, file, or program that is intended to or may damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the services.

9.10. Non-Interference with Other Instructors: 

The Instructor shall not interfere with or obstruct other Instructors from providing their services for Janets.

10. Intellectual Property: 

10.1 Each party shall maintain complete ownership of its intellectual property, whether in existence prior to, or originating during or subsequent to, the duration of this agreement. Without constraining the foregoing provisions:

(a) All interests, titles, and rights pertaining to the courses, as well as any materials encompassing instructor images, trademarks, or related content (collectively referred to as “Instructor Materials”), shall accrue exclusively to the advantage of the Instructor. 

(b) Copyright, patent, trademark, trade secret, and all other proprietary rights in the Instructor Materials, any duplications thereof, and any derivative works arising therefrom shall constitute the singular property of the Instructor in accordance with the terms set forth in this Agreement. Janets retains the prerogative to resell courses and furnish them to customers and affiliated partners, as delineated herein.

(c) All rights not explicitly conferred upon Janets within this agreement shall be expressly preserved for the Instructor.

11. Representation and Warranties: 

Each Party hereby represents and warrants as follows:

11.1. Each Party possesses all requisite legal, corporate power, and authority necessary to enter into this Agreement, fulfil its obligations herein, and confer the rights herein granted.

11.2. Each Party commits to conducting its business activities in a manner that reflects positively on the other Party and its products and services.

11.3. Each Party pledges to adhere to all applicable national, state, and local laws, policies, and regulations while executing its obligations under this Agreement. Notwithstanding anything to the contrary contained herein, the Instructor does not guarantee that the courses will satisfy Janets’ and its affiliated partners’ or any customer’s specific requirements, nor that any Instructor’s website or electronic communications will remain uninterrupted or free from errors.

11.4. Except as explicitly stipulated herein, neither Party shall make any representations or warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

12. Confidentiality: 

12.1 Confidentiality Obligation

12.1.1. Both Parties hereby mutually undertake the obligation to maintain in the strictest confidence all information, whether disclosed during the term of this Agreement or at any time thereafter, and to refrain from directly or indirectly utilising, disclosing, or revealing any Confidential Information except as necessary for the proper performance of this Agreement. The Parties shall employ their utmost efforts to prevent any unauthorised disclosure, publication, or use of Confidential Information.

12.2 Definition of Confidential Information

12.2.1. The term “Confidential Information” shall, with respect to each Party, encompass all information, whether oral, written, or in any form of electronic media, relating to a Party’s business, financial, technical, and operational matters, promotional materials, pricing information, software, vendor details, product information, customer and prospective customer lists, along with any other customer or prospective customer information, information constituting trade secrets under applicable law, and any other business and technical information belonging to a Party or its customers, clients, or vendors, irrespective of its mode of compilation. All Confidential Information shall be handled in compliance with the provisions of the Data Protection Act 2018.

12.3 Non-Disclosure of Sales and Partner Information

12.3.1. The instructor agrees not to disclose any information concerning sales, dashboard data, or affiliated partners of Janets, unless explicitly instructed otherwise, except for information that is already publicly disclosed by Janets.

12.4 Exceptions to Confidential Information

12.4.1. For the purposes of this Agreement, “Confidential Information” shall not encompass any information that:

12.4.1.1. A Party can demonstrate, with reasonable documented evidence, as having been in its possession prior to the receipt of such information, either directly or indirectly, from the disclosing Party;

12.4.1.2. Was lawfully obtained, directly or indirectly, by the receiving Party from a third party without any confidentiality obligation;

12.4.1.3. Becomes publicly available through means other than as a result of any act or omission by the receiving Party;

12.4.1.4. Becomes subject to a court order or subpoena.

13. Indemnification Obligation: 

13.1. Each Party shall indemnify, defend, and hold harmless the other Party, its employees, representatives, agents, directors, officers, and shareholders (collectively referred to as the “Indemnified Party”) from and against any and all damages, liability, loss, or expenses, including but not limited to all court costs, reasonable expenses, and reasonable legal fees, incurred as a result of Third Party claims arising from a breach of any representation or warranty contained in this Agreement. 

Janets shall be entitled to indemnification only if:

13.1.1. Janets promptly notifies the other Party in writing of a claim in sufficient detail to enable the other Party to evaluate the claim, provided that the failure to furnish prompt notice shall only relieve Janets from its obligations under this Agreement to the extent that such late notice prejudices either Party’s defence or results in increased damages, liability, loss, or expense.

13.1.2. Janets grants the other Party sole control of the defence and settlement of such claim.

13.1.3. Janets cooperates in all reasonable respects, at the other Party’s cost and expense, with the investigation, trial, and defence of the claim and any appeal arising from it.

13.2. An indemnified party may nonetheless retain separate counsel of its own choosing at its own cost. To benefit from indemnification, a Party may not compromise any claim or enter any settlement without the written consent of Janets. 

Notwithstanding anything herein to the contrary, Janets will have no liability where the allegedly infringing activity:

13.2.1. Continues after Janets has been notified thereof, or has been informed of modifications that would have avoided the alleged infringement;

13.2.2. Includes the violation of the Agreement is based upon the use of any course in violation of this Agreement, or in combination with Janets and/or its associated partners or third Party’s intellectual property or any software, services, or products not provided by Janets for Janets if such infringement would not have occurred. The provisions of this Section 13 constitute the indemnifying Party’s sole obligation and the indemnified Party’s sole remedy with respect to any third-party claims.

14. Term and Termination:

14.1. This Agreement shall become effective as of the Effective Date and shall remain in force for an initial term of one (1) year. Subsequently, it shall automatically renew for additional one-year periods unless either Party provides written notice of its intent to terminate as outlined in this Section.

14.2. Termination:

Either party has the option to end this Agreement, with or without reason, by sending a written notice via email and providing the other party with a notice period of thirty (30) days in advance.

14.3. Continuity of Obligation:

Any provision in this Agreement that, by its nature, should survive the termination of this Agreement, including, but not limited to, confidentiality and profit-related clauses, shall remain in effect following termination.

14.4. Effect of Termination:

Upon the effective date of termination or expiration of this Agreement for any reason, each Party shall promptly return to the other Party all confidential information received during the course of this Agreement. Additionally, Janets and its affiliated partners shall cease all marketing activities and remove their services from the internet, except as otherwise provided in the final sentence of this Section.

Unless expressly stipulated otherwise in this Agreement, termination of this Agreement shall not preclude either Party from pursuing equitable or legal remedies available to them. The expiration or earlier termination of this Agreement shall not release either Party from any obligations, debts, or liabilities that may have accrued and remain outstanding as of the termination date. 

14.5. Upon termination for any reason, all customers who have enrolled in Courses as of the termination date shall be permitted to continue using Janets and its affiliated partners’ services and have access to the Instructor’s courses until they have completed the course.

15. Additional Duties and Responsibilities:

15.1 The parties acknowledge that this Agreement may not comprehensively encompass all potential duties and obligations that may arise during the course of their partnership. Consequently, it is mutually understood that any duties and responsibilities not expressly set forth herein shall be subject to careful consideration and resolution through reciprocal discussions and communications between the parties.

15.2 In circumstances where additional duties and obligations emerge beyond the purview of this Agreement, parties hereby commit to engaging in a collaborative and good-faith manner to identify, delineate, and apportion such responsibilities. The objective of this commitment is to ensure the complete realisation of the partnership’s objectives while duly addressing the interests of the Parties.

15.3 Any prospective new duties and obligations shall undergo comprehensive examination, discussion, and negotiation between Janets and the Instructor. Such deliberations shall involve a consensus-building process wherein both Parties shall contribute their perspectives and insights to assess the suitability, feasibility, and allocation of the aforementioned responsibilities.

15.4 Any additional duties and responsibilities embraced through this collaborative process shall be construed in harmony with the prevailing terms and spirit of this Agreement. Such augmentations shall not serve to amend, undermine, or contradict the primary intentions and provisions of this Agreement.

16. Miscellaneous:

16.1. Independent Contractor: Each Party shall individually assume sole responsibility for remunerating any employees, agents, or representatives engaged in the execution of duties pursuant to this Agreement, as well as for all taxes, duties, and any charges levied by any governmental authority arising from their activities under this Agreement.

16.2. Amendments to the terms: Both Parties hereby acknowledge and mutually consent that this Agreement embodies the entirety of their understanding. Should both Parties, either individually or collectively, wish to alter, append, amend, or waive any provision herein, such modifications shall be set forth in writing and endorsed by both Parties.

16.3. Limitation of Liability: In no event shall either Party be liable to the other for any incidental, special, punitive, or consequential damages of any nature (including damages resulting from business interruption, procurement of substitute goods, loss of data, loss of profits, etc.), irrespective of the form of legal action, whether in contract, tort (including negligence), or strict product liability. Under no circumstance shall the cumulative aggregate liability of either Party for any claims arising from or connected to this agreement exceed the sums disbursed or payable to the Instructor pursuant to this Agreement.

16.4. No Assignment; Severability: Neither Party shall be entitled to assign this Agreement to a third party without obtaining prior written consent from the other Party; however, it is understood that a Party may assign this Agreement by operation of law without requiring the other Party’s consent. Should any provision of this Agreement be found invalid, illegal, or unenforceable, the remaining provisions shall remain valid and enforceable.

16.5. Dispute Resolution: Any and all disputes arising out of, relating to, or in connection with the terms and conditions of this Agreement, including the interpretation and validity thereof, as well as the respective rights and obligations of the Parties, shall be resolved amicably through mutual discussion. In the absence of an amicable resolution, such disputes shall be settled in accordance with applicable law.

16.6. Amicable Solution: Should any issue arise during the execution or interpretation of this partnership agreement that is not explicitly covered by the provisions contained herein, the Parties shall engage in a collaborative and intentional review of said matter. The Parties hereby mutually commit to conducting a comprehensive discussion and careful examination of the unaddressed issue. To achieve a mutual consensus, the Parties shall make every effort to arrive at an understanding and resolution regarding the aforementioned matter.

16.7. Cooperation: All Parties hereby commit to cooperating in a professional manner with each other and to execute and deliver any requisite documents to effectuate the transactions delineated herein. The division of this Agreement into sections and the inclusion of headings are for reference convenience only and shall not impact the interpretation or construction of this Agreement.

16.8. Communication: The Instructor shall employ their designated email address for communication with Janets.