Instructor Agreement

Course Pricing:

Royal Open College and its associated partners will be free to determine the price (“Course Price”) or offer discounts and promotions on all courses provided by the instructor.

Revenue, Costs, Profit & Profit Share:

4.1 When a course is promoted and sold from Royal Open College’s associated partners’ websites, 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. 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.

Explanation:

a. If a course generates revenue of £20 from associate partners 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

b. 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

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

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

4.4 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.

4.5 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.

Payment:

5.1 Royal Open College and its associated partners 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 Royal Open College will process the payment according to the payment information provided by the instructor mentioned in clause 5.4.

5.4 Payment Information:

BankPaypal

Bank Information:

Paypal:

Refunds:

The Instructor hereby acknowledges and agrees that customers have the right to receive a refund, as set forth in Royal Open College and its associated partners’ refund policy. Neither the Instructor nor Royal Open College and its associated partners shall receive any payments, fees, or commissions for any transactions for which a refund has been processed. If a customer requests a refund for a course, and E-ACADEMY NO.1 LIMITED has sent an Instructor payment for that course, Royal Open College and its associated partners reserve 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 to E-ACADEMY NO.1 LIMITED the amount previously paid to the Instructor, with respect to the refund.

Taxes:

Royal Open College and/ or its associated partners 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.

Customers ownership:

All customers enrolled in courses will be customers of Royal Open College and its associated partners, and Royal Open College and its associated partners will have full responsibility for each customer. Royal Open College 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 by Royal Open College.

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 Royal Open College.

9.2 The Instructor will not post or provide any illegal, inappropriate, offensive, racist, hateful, sexist, pornographic, infringing, defamatory or libellous content, including 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 material, 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 Royal Open College’ services for any business other than for providing tutoring, teaching and instruction.

9.6 The Instructor will not engage in any activity that will require Royal Open College and its associated partners to obtain any licences from, or pay any 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

9.7 The Instructor will not copy, modify, distribute, reverse, hack, or interfere with Royal Open College’ and its associated partners’ website (including non- Instructor content) and/or the services or operations thereof, 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 be, or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the services or

9.10 The Instructor will not interfere with or prevent other Instructors from providing their services for Royal Open College.

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, Royal Open College has a right to resell and provide courses to customers and its associated partners, as described herein.

(b) All rights not expressly granted to Royal Open College 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 it will comply with all applicable national, state and local laws, policies and regulations in the performance of this agreement. Notwithstanding anything in this agreement to the contrary, the Instructor does not warrant that the courses will meet Royal Open College’ and its associated partners’ or any customer's specific requirements or that any 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, customers and prospective customers lists, other customers and prospective customers information, the information constituting trade secrets under applicable law, and any other business and technical information of a Party or its customers, customers or vendors, whether in writing or in 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 associated partners of Royal Open College unless advised otherwise and except for the public information already disclosed by E Learning Solution.

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

12.3.1 A Party can demonstrate by reasonable documented evidence:

12.3.2 was known to the receiving Party before receipt, directly or indirectly, from the disclosing Party,

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

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

12.3.5 is the subject of a court order or Subpoena

Indemnification:

13.1Each 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 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 prejudice 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 Royal Open College 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 Royal Open College and/ or its associated partners or third Party’s intellectual property or any software, services or products not provided by the Instructor for Royal Open College, if such infringement would not have occurred. The provisions of this Section 13 are the indemnifying Party’s sole obligation and 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 to a 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 Royal Open College and its associated partners 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 Royal Open College and its associated partners’ 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

15.2 Amendments to the terms: Both Parties acknowledge and agree that this Agreement represents the entirety of the agreement between both the Parties. In the event that both the 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. 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.

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, in order 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.

15.7 Communication: Instructor shall use his following email address to communicate with Royal Open College.