Instructor Terms & conditions

Instructor Terms and Conditions for High Skill Training

This Instructor Partnership Agreement is established between the following entities.

Whereas High Skill Training (hereinafter referred to as High Skill Training) is a sole provider of e-learning, training, and skill courses directly to learners. The Instructor and developer of course content can sell specific courses to High Skill Training on a profit-sharing basis for selling online courses.

WHEREAS the Instructor desires to enter into a commercial relationship in which both parties to the contract share the profit from the courses sold.

HIGH SKILL TRAINING operates independently, promoting and selling courses directly to customers without the involvement of intermediaries.

NOW, THEREFORE, THIS AGREEMENT WITNESSETH that in consideration of the premises and the mutual agreements and conditions herein contained, it is hereby agreed among Parties as follows:

Definitions

In this agreement, the following words and expressions are used in the following senses unless a contrary intention appears from the context:

1.1. Parties–  Parties to the Contract mean HIGH SKILL TRAINING and the Instructor.

1.2. Sale– Successful purchase of a product sold directly by HIGH SKILL TRAINING.

1.3. Licensed– Hold the right to sell a product in accordance with clause 2.

1.4. Course– a course that (i) is delivered by HIGH SKILL TRAINING directly to learners, primarily electronically using the Internet or other computer-based methods, and (ii) is taught by an instructor primarily from a remote location, with student access to the instructor given synchronously, asynchronously, or both.

1.5. Course Price– Price of a single course.

1.6. Instructor Campaign– Creating a collaborative bundle of courses with other instructors.

1.7. Third-party: Not applicable as HIGH SKILL TRAINING sells courses directly to customers without third-party involvement.

1.8. Customer– A person who purchases a course under the terms and conditions of HIGH SKILL TRAINING.

1.9. Services– HIGH SKILL TRAINING provides direct marketing, delivery, administration, maintenance, and course provision to customers.

1.10. VAT– Value-added tax or any equivalent tax chargeable in the UK.

1.11. EAT– Earnings after deducting VAT.

1.12. Marketing and operating costs– HIGH SKILL TRAINING’s actual incurred costs, with respect to the services for that course, which include marketing and operating expenses.

1.13. Revenue– The sold price of a course, including VAT, is “Revenue” on HIGH SKILL TRAINING’s website.

1.14. Third-Party Revenue: Not applicable as HIGH SKILL TRAINING does not involve third-party sales in its transactions.

1.15. Profit– The amount after deducting the marketing and operating costs from EAT.

1.16. Featured course– Course that has been featured as the main course of a bundle.

1.17. Additional courses– Courses that have been featured as a promotional course with a featured course in a bundle.

Course Delivery, Listings, Selling, Usage & Manage:

2.1 The Instructor will provide HIGH SKILL TRAINING with the full contents, materials, images, videos, and course details, which will be shared in Dropbox, Google Drive, or any other file hosting service used by HIGH SKILL TRAINING. HIGH SKILL TRAINING will publish and list instructor courses on HIGH SKILL TRAINING websites.

2.2 Subject to the terms and conditions of this agreement, the Instructor hereby grants HIGH SKILL TRAINING, during the term of this agreement, the license to sell, distribute, publicly perform, offer, and market the courses for these purposes only.

2.3. HIGH SKILL TRAINING will advertise and promote the instructor’s courses on its website and through its advertising channels.

2.4. Third-party entities will only be able to advertise and promote instructor courses with explicit permission from HIGH SKILL TRAINING but will not be eligible for clause 2.2.

2.5. HIGH SKILL TRAINING acknowledges and agrees that all courses are licensed to be sold by the instructor.

2.6. Instructor hereby grants High Skill Training to use shared courses at 100% commission for advertising and promotional marketing on High Skill Training’s own platforms.

2.7. High Skill Training will be solely responsible for assessing the customers who purchased and enrolled in courses through High Skill Training’s website and will provide all necessary customer care, support, information, and certifications. The Instructor hereby agrees that High Skill Training may record all or any part of a course (other than the instructor’s identification or introduction), including voice chat communications for quality control and delivery, marketing, promoting, demonstrating, or operating the Services. Any recording of a course shall be deemed a copy and/or derivative work of that course.

2.8. High Skill Training agrees to:-

2.8.1. Deliver the Services and maintain its website in a commercially acceptable fashion, at its sole expense, to create, manage, operate, and host its website and all content contained therein. High Skill Training will also ensure that the website has commercially acceptable operating policies and procedures applicable to its website, including, without limitation, commercially reasonable terms of use and privacy policies that are in accordance with all applicable laws;

2.8.2. That its marketing and provision of the courses are done with good business ethics and in a commercially acceptable manner, without prejudice to the reputation of the Instructor or the Instructor’s products and services, including the course.

2.9. Without limiting any of the foregoing, High Skill Training shall not offer or imply, to any customers or another third party, any obligation on the part of the Instructor or make any representation, warranty, or guarantee to customers or another third party that is inconsistent with, or in addition to those made herein. The license granted herein to the courses specifically excludes High Skill Training, who agrees not to copy, modify, reverse engineer, hack, or interfere with the courses except as expressly permitted.

Course Pricing:

High Skill Training will set the price (“Course Price”) or offer discounts and promotions on all courses the instructor provides.

Revenue, Costs, Profit & Profit Share:

4.1. When a course is sold directly by High Skill Training, 20% VAT will be deducted from the revenue. Instructor profit will be considered as 50% of the Earnings After Tax (EAT) after the deduction of 35% for marketing and operating costs and 20% VAT.

Explanation:

If a course generates revenue of £20 directly through High Skill Training, 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

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

4.3. The revenue from the additional courses in a bundle will be 15% of the sold price.

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

4.5. The instructor’s profit from a single-month subscription sold will be proportional to the total number of courses that a customer can enrol in a single month. Each course will be considered separate regardless of whether it is provided by the same instructor.

Payment:

5.1. High Skill Training will pay the Instructor’s profit share for all course(s) sold at the end of each quarter following the quarter in which the sales took place. Payment shall be made in GBP. Any instructor can be paid upon request at any time if the receivable amount reaches £500.

5.2. Payment for subscription shall be made after calculation in accordance with clauses 4.4 and 4.5.

5.3. High Skill Training will process the payment according to the payment information provided by the instructor, as mentioned in 5.4.

5.4. Payment Information: The instructor shall provide either Bank information or PayPal to receive payment.

Refunds:

The Instructor hereby acknowledges and agrees that customers have the right to receive a refund, as outlined in High Skill Training’s refund policy. Neither the Instructor nor High Skill Training shall receive any payments, fees, or commissions for any transactions for which a refund has been processed. 

Suppose a customer requests a refund for a course, and High Skill Training has sent an Instructor payment for that course. In that case, High Skill Training reserves the right, upon written notice to the Instructor, to either (1) deduct the refund amount (previously paid to the Instructor) from the next payment to be sent to that Instructor or (2) require that the Instructor reimburses High Skill Training the amount previously paid to the Instructor, with respect to the refund.

Taxes:

High Skill Training shall be responsible for all applicable sales, VAT, and other taxes levied or based on the services, courses, and/or sales or delivery of the courses to any party, exclusive of taxes based on the Instructor’s net income.

Customers ownership:

All customers enrolled in courses will be customers of High Skill Training, and High Skill Training will have full responsibility for each customer. High Skill Training will be exclusively responsible for the assessment of the customers and will provide all necessary customer care, support, information, and certifications for the customers. 

Instructors do not have any direct contractual relationship with customers, and any information regarding the customers will be forwarded to the instructor through High Skill Training.

Instructor’s specific obligations:

9.1. The Instructor or Company shall use reasonable efforts to ensure that each course is materially accurate and complete with respect to its subject matter as of the date of its delivery to High Skill Training.

9.2. The Instructor will not post or provide any illegal, inappropriate, offensive, racist, hateful, sexist, pornographic, infringing, defamatory, or libellous content, including in any course.

9.3. No content in any course shall infringe or misappropriate any intellectual property right of a third party.

9.4. The Instructor will 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 (commercial or otherwise) through our platform or to any customers.

9.5. The Instructor will not use High Skill Training services for any business other than for providing tutoring, teaching, and instruction.

9.6. The Instructor will not engage in any activity that requires High Skill Training to obtain licenses from or pay royalties to any third party, including, by way of example and not limitation, the payment of royalties for the public performance of any musical works or sound recordings.

9.7. The Instructor will not copy, modify, distribute, reverse engineer, hack, or interfere with High Skill Training’s website (including non-instructor content) and/or its services or operations, except as permitted by the terms and conditions of this agreement.

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

9.9. The Instructor or company will use commercially viable efforts not to introduce any virus/worm/spyware or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other aspect of the services.

9.10. The Instructor will not interfere with or prevent other Instructors from providing their services for High Skill Training.

Intellectual Property:

Each party retains full ownership of its intellectual property, whether pre-existing or created during or after the term of this agreement. Without limiting the foregoing,

(a) all rights, titles, and interest in the courses, and any Instructor images, trademarks, or other materials (collectively, “Instructor Materials”) shall inure to the sole and exclusive benefit of the Instructor, and the copyright, patent, trademark, trade secret, and all other proprietary rights in the Instructor Materials, any copies thereof, and any derivative works created therefrom, shall be the sole property of the Instructor according to this Agreement. High Skill Training has the right to sell and provide courses to customers directly, as described herein.

(b) All rights not expressly granted to High Skill Training herein are hereby reserved to the Instructor.

Representation and Warranties:

Each Party represents and warrants that:

11.1. it has all the necessary legal, corporate power, and authority to enter into this agreement, to carry out its obligations hereunder, and to grant the rights herein granted;

11.2. it will conduct business in a manner that reflects favourably on the other Party and its products and services;

11.3. In performing this agreement, it will comply with all applicable national, state, and local laws, policies, and regulations. Notwithstanding anything in this agreement to the contrary, the Instructor does not warrant that the courses will meet High Skill Training or any customer’s specific requirements or that the Instructor’s website or electronic communication will be uninterrupted or error-free.

11.4. Except as expressly set forth herein, neither party should make any representations or warranties, express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement.

Confidentiality:

12.1. Both Parties undertake to hold all confidential information in the strictest confidence and will not during (or at any time after the termination of) the agreement directly or indirectly use, disclose, or divulge any confidential information other than in the proper performance of the Parties should also not make unauthorised use of any confidential information, using their best endeavours to prevent such disclosure, publication, or use. “Confidential Information” means, with respect to each Party, a Party’s business, financial, technical, and operational information, promotional materials, pricing information, software, vendor, product information, customer and prospective customer lists, other customer and prospective customer information, and any other business and technical information of a Party or its customers, whether in writing or any form of electronic media and without respect to which Party compiles it. All confidential information shall be maintained in accordance with the Data Protection Act, 2018.

12.2. The instructor agrees not to share any information regarding sales, dashboard data, or High Skill Training unless advised otherwise and except for the public information already disclosed by High Skill Training.

12.3. The term “Confidential Information” shall not include any information that:

12.3.1. A Party can demonstrate by reasonable documented evidence that was known to the receiving Party before receipt, directly or indirectly, from the disclosing Party,

12.3.2. is lawfully obtained, directly or indirectly, by the receiving Party from a third party that was under no obligation of confidentiality.

12.3.3. is or becomes publicly available other than as a result of an act or failure to act by the receiving Party.

12.3.4. is the subject of a court order or Subpoena.

Indemnification:

13.1. Each Party shall indemnify, defend, and inflict no harm on the other Party, its employees, representatives, agents, directors, officers, and shareholders, from and against damages, liability, loss, or expenses (including all court costs, reasonable expenses, and reasonable legal fees), to the cost incurred because of Third Party claims resulting from breach of representation or warranty contained in this agreement. A Party will be entitled to indemnification only if:

13.1.1. it 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 provide prompt notice shall only relieve the indemnifying party from its obligations under this agreement to the extent that such late notice prejudices either Party’s defence or resulted in increased damages, liability, loss, or expense),

13.1.2. it grants the indemnifying party sole control of the defence and settlement of such claim,

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

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 the indemnifying party. Notwithstanding anything herein to the contrary, the Instructor will have no liability where the allegedly infringing activity:

13.2.1 continues after High Skill Training has been notified thereof or has been informed of modifications that would have avoided the alleged infringement;

13.2.2 is based upon the use of any course in violation of this agreement, or in combination with High Skill Training or any third Party’s intellectual property or any software, services, or products not provided by the Instructor for High Skill Training, if such infringement would not have occurred. The provisions of this Section 13 are the indemnifying Party’s sole obligation and the indemnified Party’s sole remedy with respect to any third-party claims.

Term and Termination:

14.1. Term: This agreement shall commence UPON the effective date and shall continue for one (1) year thereafter (“Initial Term”) and shall thereafter automatically renew for an additional one (1) year period unless either Party notifies the other of its intent to terminate, as provided in subsection (b) of this Section.

14.2. Termination: This agreement may be terminated by either Party, at any time, with or without cause, upon thirty (30) days prior written email notice to the other.

14.3. Continuity of Obligation: Any clause in this agreement, which by its nature, shall remain applicable after termination of this agreement, will continue to be valid after termination, including, but not limited to, confidentiality and profit.

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 any confidential information regarding the other Party, and High Skill Training shall cease marketing and remove its services from the internet, except as otherwise provided in the last sentence of this.

As expressly provided otherwise herein, termination of the agreement shall be in addition to, and not in lieu of, any equitable or legal remedies available to either Party. The expiration or earlier termination of this agreement shall not relieve, release, or discharge either Party from any obligation, debt, or liability that may previously have accrued and that  remains to be performed upon the date of termination. Upon termination of this agreement for any reason, all customers who have enrolled in Courses as of the date of termination shall be permitted to continue to use High Skill Training services and have access to courses until the customers have completed the course.

Miscellaneous:

15.1. Independent Contractor: Each Party shall be solely responsible for compensating any employees, agents, or representatives employed to perform duties under this Agreement and for all taxes, duties, and all charges of any governmental authority arising from its activities under this agreement.

15.2. Amendments to the terms: Both Parties acknowledge and agree that this Agreement represents the entirety of the agreement between both the Parties. If both Parties individually or cumulatively desire to amend, add, modify, or waive, they shall do so in writing and to be signed by both.

15.3. Limitation of Liability: Under no circumstances will either Party be liable to the other for any incidental, special, punitive, or consequential damages of any kind (including damages for interruption of business, procurement of substituted goods, loss of data, loss of profits, etc.) regardless of the form of action whether in contract, tort (including negligence), strict product liability, or otherwise. In no circumstance will the aggregate cumulative liability of either Party for any claims arising out of or related to this agreement exceed the amounts paid and/or payable to the Instructor pursuant to this agreement.

15.4. No Assignment; Severability: Neither Party may assign this agreement to a third party without the prior written consent of the other; provided, however, that a Party may assign this agreement without the other Party’s consent by operation of law. If any section of this Agreement is found to be invalid, illegal, or unenforceable, the rest of the Agreement will still be valid.

15.5. Dispute Resolution: All or any disputes arising out or touching upon or in relation to the terms and conditions of this Agreement, including the interpretation and validity of the terms thereof and the respective rights and obligations of the Parties, shall be settled amicably by mutual discussion, failing which the same shall be settled through arbitration or judicial process as required.

15.6. Cooperation; Section Headings: All Parties agree to cooperate in a professional manner with each other and to execute and deliver any necessary documents to consummate the transactions described herein. The division of this Agreement into Sections and the insertion of captions and headings are for convenience of reference only and shall not affect the construction or interpretation of this agreement.

15.7. Communication: Instructor shall use his email address to communicate with High Skill Training.