AGREEMENT

1. As an Instructor You are contracting directly with VIVID ED LTD (Trading as STUDY ACADEMY) a company registered in England and Wales, company number 11935493.

YOUR RELATIONSHIP WITH STUDENTS

1. You understand and agree that You will indemnify STUDY ACADEMY for any issues arising out of Your use of any Student Related Data, especially that which does not comply with EU GDPR Regulations.

1. Study Academy will issue the Order Acknowledgment and confirm the learner’s registration as acceptance of an offer to purchase the Course upon receipt of the Learner’s credit or debit card authorisation. Study Academy is free to accept or decline a Learner’s offer in its sole discretion. At the same time, Study Academy will also inform the Instructor of the Learner’s successful purchase of the Course together with the Learner’s details. The Instructor agrees to unconditionally accept, honour and fulfil all bookings made through the Platform.

SERVICES PROVIDED 

1. The Reseller hereby agrees to engage the Instructor to provide the Reseller with the following services (the “Services”):
   
   1. The Instructor is listing their course content for sale on the Study Academy Marketplace. By signing this agreement, you give permission to Study Academy to hold the content / listing on the Study Academy platforms and promote the content through the Study Academy promotional channels. There is no limit on the number of courses which may be advertised. There is no guarantee as to where/how high on search results the courses will display.
   2. The Instructor gives permission for use of their name in promotional activity and material by Study Academy. This will include but not be limited to social media channels, emails, websites, social media adverts, digital advertising.
2. The Services will also include any other tasks which the Parties may agree on. The Instructor hereby agrees to provide such Services to the Reseller.

1. The Services do not constitute an offer by Study Academy and Study Academy reserves the right in its sole discretion to refuse to offer the services to any person or organisation.

1. A legally binding contract between Study Academy and the Instructor comprising these terms will come into effect when (i) in the case of online orders, the screen confirming successful purchase of services appears on the platform or (ii) in the case of orders via the Study Academy sales team, Study Academy has received the Instructor’s completed order confirmation.

OBLIGATIONS

1. As an Instructor, You represent, warrant, and covenant that:

1. 1. You agree to the generic fee split. Your Courses will be available for one off purchase by Learners. You will receive 70% of the Sale Price of one off purchases made of Your Courses. The remaining 30% of the Sale Price will be retained by Study Academy.

1. 1. You will be responsible for all of Your submitted content. You further agree that You own or have the necessary licenses, rights, consents, and permissions, and the authority to authorise Study Academy, to reproduce, distribute, publicly perform (including by means of a digital audio transmission), publicly display, communicate to the public, promote, market and otherwise use and exploit any of Your Submitted Content on and through the Services in the manner contemplated by these Instructor Terms;

1. 1. No Submitted Content shall infringe or misappropriate any intellectual property right of a third party;

1. 1. Once the Study Academy platform is live You 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 the Services or to any User;

1. 1. You will not use the Services for any business other than for providing tutoring, teaching and instructional services to Learners unless agreed beforehand with Study Academy.

1. 1. You will not engage in any activity that will require Study Academy 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;

1. 1. You will not copy, modify, distribute, reverse engineer, deface, tarnish, mutilate, hack, or interfere with Company Content and/or the Services or operations thereof, except as permitted in these Instructor Terms;

1. 1. You will not frame or embed the Services in a manner to embed a free coupon version of your course or other similar functionality intended to circumvent the Services;

1. 1. You will not impersonate another person or gain unauthorised access to another Instructor’s Account;

1. 1. Your use of the Services are subject to Study Academy’s approval, which We may grant or deny in Our sole discretion;

1. 1. You will not 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 or operation thereof; scrape, spider, use a robot or other automated means of any kind to access the Services;

1. 1. You will maintain accurate Account information;

1. 1. You shall respond promptly to Learners and ensure a quality of service commensurate with the standards of Your industry and instruction services in general;

1. 1. You are over the age of 18 or, if not, you are between the ages of 13 and 17 and a third party parent or legal guardian has agreed to these Instructor Terms, as well as all other of Our terms and policies as shall be posted on Our Services from time to time, and will assume responsibility and liability for Your performance and compliance hereunder.

LICENSE

1. The Instructor hereby grants Study Academy a non-exclusive right and license to reproduce, distribute, publicly perform, offer, market and otherwise use and exploit the Submitted Content through the Services, and sublicense it to Users for these purposes directly or through third parties.

1. The Instructor hereby grants Study Academy permission to use the Instructor’s name, likeness, image or voice in connection with offering, delivering, marketing, promoting, demonstrating, and selling the Services, Courses, Company Content and Submitted Content and waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection therewith, to the extent permissible under applicable law.

PRICING

1. As an Instructor, You will be responsible for determining the Base Price You charge Students for Your Course(s). You agree to charge only for Your own Submitted Content. You may not charge separately for any course add-ons such as downloadable PDFs or other content and services (such as providing a link to a third party service to sell downloadable PDFs). Study Academy will handle billing and other fee interaction with Students.

1. Base prices should be competitive. Instructors are advised to price Course content at levels equal to or less than those set by the Instructor for their content listed on alternate third party platforms.

1. As part of Your participation on Study Academy, You give us permission to share Your Course, and information about You and the Course with Study Academy employees and selected partners, for which You will not receive compensation.

PAYMENT

1. Study Academy will pay You seventy percent (70%) of the Sale Price received for Your Course less any applicable deductions such as Student refunds (“Standard Revenue Share”). If Study Academy changes the Standard Revenue Share, we will provide you thirty (30) days’ notice via email or prominent notice on the Services.

1. Study Academy will take payment of the fees from the Learner and process it on behalf of the Instructor.

1. Study Academy will collect fees from the Learner, deduct and retain the agreed commission plus VAT at the prevailing rate and pay the remainder of the fees to the Instructor. Payment to Instructors using self-billing agreements will be made within thirty (30) days from the invoice has been generated by Study Academy. Payments through Stripe or PayPal will be made within 30 days of purchase by Learner.

1. So that Study Academy can pay you in a timely manner, You must have a Bank account, PayPal account or a Stripe account in good standing and keep Study Academy apprised as to the correct email address associated with your PayPal or Stripe account.

REFUNDS

1. As an Instructor, You acknowledge and agree that Learners have the right to receive a refund. Study Academy reserves the right to retain all or part of the money payable to the Instructor in order to pay the following to Learners, disputed charges or any other deductions resulting from Learner complaints in relation to the Instructor.

1. Neither Instructors nor Study Academy shall receive any payments, fees or commissions for any transactions for which a refund has been granted.

1. The Instructor’s terms must clearly set out its cancellation refunds policy and this policy must at all times comply with applicable legislation. In the event that the Instructor needs to cancel or move a Course, it is the Instructor’s responsibility to discuss this directly with the Learner and arrange for a refund to be paid if required. For a limited time after making a booking for a Course, the Learner has statutory rights to cancel it and obtain a refund in relation to the Fees. The Statutory cancellation rights for every Course must be set out in the Instructor’s Terms in clear terms and the Instructor must adhere to these at all times. Any communication or dispute in relation to refunds of the Fees must take place between the Learner and the Instructor directly.

1. Study Academy shall not under any circumstances be responsible or liable for any refunds in relation to Fees paid including but not limited to errors in issuing refunds or for lack of funds by the Instructor to refund Fees. The Instructor may refund any Fees directly to the Learner or authorise Study Academy to pay the refund to the Learner if the Fee has not been paid over to the Instructor at the time when the refund application is made. The Instructor acknowledges that Study Academy will have the right to refund any Fees to a Customer where Study Academy in its sole discretion determines that: (i) the Instructor has not acted in the best interest of the Learner or Study Academy; (ii) the Instructor has breached any laws including but not limited to the Consumer Rights Act 2015; (iii) the Instructor has acted in a fraudulent manner; and (iv) the Instructor has not refunded any Fees to a Learner where it was contractually liable to do so. The Instructor shall be liable for any refunds made by Study Academy under this clause.

1. In relation to any money owed to Study Academy by the Instructor under these Conditions or otherwise, Study Academy may, without limiting its other rights or remedies set- off such amounts against any amounts payable to the Instructor under these conditions.

LIABILITY

1. The Instructor agrees to indemnify Study Academy against any losses Study Academy may incur as a result of any claims by any Learner or a third party in relation to the Course, the Material or the Instructor content, including but not limited to:

• claims that the Course, Instructor Content and/or the Material infringe any third party rights;

• claims that the Courses are not fit for purpose;

• claims resulting from accreditation of Courses being withdrawn or varied;

• claims that the Courses or Material are corrupted or non-conforming to their descriptions;

• claims that the Instructor is in breach of the Course Provider Terms; 

• claims that the Instructor refuses to make refunds to Learners.

FORCE MAJEURE

1. Neither party shall be liable for any delay or failure to perform its obligations under these Conditions arising from fires, floods, acts of God, strikes, riots or any other cause beyond its reasonable control (“force majeure”) provided the affected party notifies the other immediately.

TAXES

1. You understand and agree that You are responsible for any taxes on Your income. We reserve the right to withhold payment if we do not receive proper tax documentation.

1. In the event that the sale or delivery of a Course or any Submitted Content to any Learner in the European Union is subject to any value added tax (“VAT”), under applicable law, Study Academy will collect and remit the VAT to the competent tax authorities for sales of such Courses or Submitted Content to Learners in the European Union. Study Academy may at its Own discretion increase the Sale Price where Study Academy is of the view that VAT may be due and Study Academy will have a liability to account for such. You will indemnify and hold Study Academy harmless against any and all claims by any tax authority for any underpayment of VAT, and any penalties and/or interest thereon on Your Instructor Revenue or otherwise.

1. For sales of any Courses or Submitted Content in countries other than the European Union, You are responsible for following the requirements of the appropriate taxing authority related to sales tax on Your Courses (which may be different to the tax authority in Your own location). Study Academy is unable to provide You with tax advice and You should consult Your own tax advisor.

TERM OF AGREEMENT

1. The terms of this Agreement (the “Terms”) will begin on the date of this Agreement and will remain in full force and effect subject to earlier termination as provided in this Agreement. 

CAPACITY/INDEPENDENT CONTRACTOR

1. In providing the Services under this Agreement it is expressly agreed that the Instructor is acting as an independent Instructor and not as an employee.

TERMINATION

1. This Agreement is not intended to bind either Party indefinitely. Either party to this Agreement may provide 30 days’ notice to terminate this agreement at any point in time. Should such a notice be given, Study Academy will cease to make available for purchase any and all content provided by the Instructor following of the 30^th day of the notice period.

1. Study Academy will be entitled to suspend and, in appropriate cases, terminate the Instructor’s right to use the platform. The circumstances in which Study Academy may exercise these rights (which Study Academy will do with email notice to the Instructor) are:

• The Instructor is in material breach of any of the terms of these conditions

• Study Academy is advised and have reason to believe that the Instructor has breached any licence rights of any third party terms in connection with the course, the material or the Instructor’s content.

• The Instructor acts in such a way as to threaten, intimidate or otherwise make threats to any of our staff.

1. Study Academy in its sole discretion may terminate a Instructor’s account and remove its Instructor’s content from the platform at any time and for any reason without prior notice. The Instructor agrees that Study Academy shall not be liable to the Instructor or any third party for termination of its account.

NOTICEs

1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement are to be sent by email to instructor@studyacademy.co.uk and notices to the Instructor shall be sent by email to the address supplied on set up of the Instructors account.

MODIFICATION OF AGREEMENT

1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

ASSIGNMENT

1. The Instructor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Reseller.

ENTIRE AGREEMENT

1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

SEVERABILITY

1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER

1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

GOVERNING LAW and jurisdiction

1. This Agreement will be governed by and construed in accordance with English Law and the Parties submit to the exclusive jurisdiction of the courts of England and Wales.