WHEREAS Learning and Upskilling Ltd (hereinafter referred to as Learning and Upskilling); providers of e-Learning, training and skill courses, to students/users/subscribers/customers (hereinafter referred to as ‘Students’) through Learning and Upskilling’s leading online course platform (Compete High) and the Instructor; developer of course content, licensing specific courses described in Exhibit A (“Courses”) to Learning and Upskilling, on a profit sharing basis for the sale of online courses.

WHEREAS the Instructor and Learning and Upskilling (hereinafter referred to individually as ‘Party’ and collectively as ‘Parties’) wishes to enter a commercial relationship where both Parties share the profit for the courses sold.

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:

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

1.1 The Instructor will provide Learning and Upskilling 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 Learning and Upskilling and described on Exhibit A. Learning and Upskilling will publish and list each course on its website (, associated brands and on reputable advertising sites. Subject to the terms and conditions of this agreement, the Instructor hereby grants Learning and Upskilling, during the term of this agreement the license to sell, reproduce, distribute, publicly perform, offer and market the courses, for these purposes only. For the purposes of this agreement, “sale” or “selling” with respect to the courses, means “licensed” and “licensing”. Learning and Upskilling acknowledges and agrees that all courses are licensed, and not sold, to Students. The Instructor has the right to amend, update and/or remove any course or any course content at any time upon notifying Learning and Upskilling Ltd.

1.2 Learning and Upskilling will be solely responsible for the assessment of the Students who purchased and enrolled in courses through Learning and Upskilling and will provide all necessary customer care, support, information and certifications. The Instructor hereby agrees that Learning and Upskilling may record all or any part of a course (other than the part that is the Instructor’s intellectual property) including voice chat communications for quality control and delivering, marketing, promoting, demonstrating or operating the Services; “Services” means Learning and Upskilling’s marketing, delivery, administration, maintenance and provision of the courses to Students and potential Students. Any recording of a course shall be deemed a copy and/or derivative work of that course.

1.3 Learning and Upskilling agrees to :-

a. deliver the Services and maintain Learning and Upskilling’s website in a commercially acceptable fashion, at its sole expense, to create, manage, operate and host its websites and all content contained therein. Learning and Upskilling 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;
b. that its marketing and provision of the courses is done with good business ethics and in a commercially acceptable manner, without prejudicing the reputation of Instructor or Instructor’s products and services, including the courses.

Without limiting any of the foregoing, Learning and Upskilling shall not offer or imply, to any Student or another third party, any obligation on the part of Instructor, or make any representation, warranty, or guarantee to a Student or another third party that is inconsistent with, or in addition to those made herein. The license granted herein to the courses specifically excludes Learning and Upskilling, who agree not to copy, modify, distribute, reverse, hack, and interfere with the courses, except as expressly permitted.

  1. Course Pricing: Learning and Upskilling will be free to determine the price (“Course Price”) or offer discounts and promotions of all courses provided by the instructor.
  2. Revenue, Costs, Profit & Profit Share: Subject to Section 2, the sold price of a course excluding VAT is “Revenue”. The amount after deducting the Costs from Revenue will be the “Profit”. “Costs” means Learning and Upskilling’s actual incurred costs, with respect to the services for that course, but in no event will costs exceed 35% of Revenue. When a course is promoted and sold from Learning and Upskilling’s website (, the costs will be considered as 35% of the Revenue. However, when a course is sold directly from Learning and Upskilling’s website, 50% of the revenue will be shared with you. When a course is sold by any third party, the net revenue paid to Learning and Upskilling by the third party will be the profit which will be equally shared (50% each) between Parties.
  3. Payment: Learning and Upskilling will pay the Instructor’s profit share for all course(s) sold in each month, at the end of the month following the month in which the sales took place. Payment shall be made in Pounds (£).
  4. Refunds: The Instructor hereby acknowledges and agrees that students have the right to receive a refund, as set forth in Learning and Upskilling’s refund policy, located at []. Neither the Instructor nor Learning and Upskilling shall receive any payments, fees or commissions for any transactions for which a refund has been granted by Learning and Upskilling. If a Student requests a refund for a course, and Learning and Upskilling has sent an Instructor payment for that course, Learning and Upskilling 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 to Learning and Upskilling the amount previously paid to the Instructor, with respect to the refund.
  5. Taxes: Learning and Upskilling 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.
  6. Student ownership: All Students enrolled in courses will be Students of Learning and Upskilling, and Learning and Upskilling will have full responsibility for each Student. Learning and Upskilling will be exclusively responsible for the assessment of the Students and will provide all necessary customer care, support, information and certifications for the Students. Instructors DO NOT have any direct contractual relationship with Students and any information regarding the students will be forwarded to the Instructor by Learning and Upskilling.
  7. Instructor’s specific obligations:

    8.1 The Instructor agrees that it owns or has the necessary licenses/rights/consents/permissions/authority to authorise Learning and Upskilling to sell, reproduce, distribute, publicly perform (including by means of digital audio transmission), publicly display, communicate to the public, promote, market and sell, otherwise use and exploit the courses or any course content.

8.2 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 Learning and Upskilling.

8.3 The Instructor will not post or provide any illegal, inappropriate, offensive, racist, hateful, sexist, pornographic and infringing.

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

8.5 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 Student;

8.6 The Instructor will not use Learning and Upskilling’s services for any business other than for providing tutoring, teaching and instructional services.

8.7 The Instructor will not engage in any activity that will require Learning and Upskilling to obtain any licenses 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 recordings.

8.8 The Instructor will not copy, modify, distribute, reverse, hack, interfere with Learning and Upskilling’s website (including nonInstructor content) and/or the services or operations thereof, except as permitted by the terms and conditions of this agreement.

8.9 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.

8.10 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 operation.

8.11 The Instructor will not interfere with or prevent other Instructors from providing their services for Learning and Upskilling.

  1. Intellectual Property: Each party retains full ownership of its own 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 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. Pursuant to this Agreement, Learning and Upskilling has a right to resell and provide courses to Students and to its sister concerns, as described herein. All rights not expressly granted to Learning and Upskilling herein are hereby reserved to the Instructor.
  2. Representation and Warranties: Each Party represents and warrants that:-

    i. 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;
    ii. it will conduct business in a manner that reflects favourably on the other Party and its products and services;
    iii. it will comply with all applicable national, state and local laws, policies and regulations in its performance of this agreement. Notwithstanding anything in this agreement to the contrary, the Instructor does not warrant that the courses will meet Learning and Upskilling’s or any Student’s specific requirements or that any Instructor website or electronic communication will be uninterrupted or error-free.

    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 noninfringement.
  3. Confidentiality: 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 services. 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, student and prospective student lists, other student and prospective student information, information constituting trade secrets under applicable law, and any other business and technical information of a Party or its customers, students or vendors, whether in writing or in any form of electronic media, and without respect to which Party compiles it. The term “Confidential Information” shall not include any information that:

    (i) a Party can demonstrate by reasonable documented evidence :-

    a. was known to the receiving Party before receipt, directly or indirectly, from the disclosing Party,
    b. is lawfully obtained, directly or indirectly, by the receiving Party from a third party that was under no obligation of confidentiality,
    c. is or becomes publicly available other than as a result of an act or failure to act by the receiving Party;

    (ii) is the subject of a court order or subpoena.
  4. Indemnification: 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 ThirdParty claims resulting from breach of representation or warranty contained in this agreement. A Party will be entitled to indemnification only if :

    a. 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 prejudiced either Party’s defence or resulted in increased damages, liability, loss or expense)

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

    c. 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 therefrom.

    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, Instructor will have no liability where the allegedly infringing activity:

    i. continues after Learning and Upskilling has been notified thereof, or has been informed of modifications that would have avoided the alleged infringement;
    ii. is based upon the use of any course in violation of this agreement, or in combination with Learning and Upskilling or third Party’s intellectual property or any software, services or products not provided by Instructor for Learning and Upskilling, 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.
  5. Term and Termination:

    a. 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, below.

    b. 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 Party.

    c. 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 sharing.

    d. 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 Learning and Upskilling shall cease marketing and remove its services from the internet, except as otherwise provided in the last sentence of this section.

    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 Students who have enrolled in Courses as of the date of termination shall be permitted to continue to use Learning and Upskilling’s services and have access to courses until the Student has completed the course.
  6. Miscellaneous:

    a. 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.

    b. 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 Parties.

    c. 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.

    d. 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 stand.

    e. 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 agreement.