Trainer Agreement - Individual
Trainer Agreement - Individual
This agreement is between OrbitQube ("the Academy") and you, an individual trainer delivering sessions on the OrbitQube AI Academy platform.
1. Your role
You will deliver the cohort sessions you are assigned, to the published schedule and to the Academy's quality standards, and conduct yourself professionally with learners.
2. Revenue share
You will be paid a revenue-share percentage of the net fees collected for a cohort, if and to the extent clause 2A entitles you to it. The percentage that applies to you is set by the Academy, is recorded in your payout profile, and is fixed for a cohort at the time you are assigned to it (a per-cohort rate may be set; otherwise your default profile rate applies). A later change to the Academy's default rate does not change the rate for a cohort you have already been assigned. Payouts are calculated on fees actually realised, net of any refunds, are apportioned and may be forfeited under clause 2A, and are released only after a cohort has ended and your onboarding (clause 3) is complete.
2A. How your revenue share is earned, apportioned and forfeited
(a) Your delivery scope. For each cohort you are assigned, the Academy records which live sessions you are responsible for delivering. That set of live sessions is your delivery scope for that cohort. Your delivery scope and the revenue-share percentage that applies to that cohort are fixed when you are assigned, are recorded in the Academy's systems, and may be changed only by agreement between you and the Academy, recorded in writing before the change takes effect.
(b) Payment is earned on completion, not live session by live session. You earn a revenue share for a cohort only if you successfully complete your delivery scope for that cohort. Delivering some of the live sessions in your delivery scope does not, by itself, entitle you to any payment. No amount accrues to you, and the Academy owes you no debt, in respect of an individual live session.
(c) Apportionment by live sessions delivered. If you complete your delivery scope, the amount payable to you for that cohort is your revenue-share percentage of the cohort's net collected fees, apportioned by the number of live sessions you delivered as a proportion of the cohort's billable live sessions. Your revenue-share percentage is the percentage of the cohort's net collected fees you would receive if you delivered every one of the cohort's billable live sessions. "Billable live sessions" means the cohort's scheduled live sessions other than those the Academy itself cancels. Where the Academy holds no per-session delivery record for a cohort, the whole of your revenue-share percentage applies to that cohort.
(d) Agreed handover, and release. If you and the Academy agree, in writing and before the change takes effect, that another trainer will take over part of your delivery scope, you remain entitled to payment under clause 2A(c) for the live sessions you delivered. The same applies if the Academy releases you from part of your delivery scope. Where you are unable to deliver because of illness, bereavement, an emergency or another cause outside your control, and you tell the Academy as soon as you reasonably can, the Academy will treat this as a release under this clause and not as an abandonment under clause 2A(e).
(e) Abandonment and forfeiture. If you stop delivering your delivery scope without an agreed handover or release under clause 2A(d), or you do not deliver your remaining live sessions and do not respond to the Academy's reasonable attempts to contact you, the Academy may record your engagement for that cohort as abandoned. On that determination you forfeit the whole of your revenue share for that cohort, including any amount referable to live sessions you had already delivered. If the Academy has already paid you for that cohort, the amount paid becomes immediately repayable, and the Academy may recover it, including by setting it off against any other amount payable to you.
(f) How a determination is made, and your right to be heard. A determination under clause 2A(e) is made by the Academy, in writing, and states the reason for it. The Academy will notify you, at the email address on your account, on the day the determination is made. You may dispute the determination by replying within 14 days of that notice. The Academy will not release the forfeited amount, and will not recover any amount already paid to you, until it has considered your response and given you its decision in writing. The Academy will act reasonably and in good faith, and will not record an abandonment where you have complied with clause 2A(d).
(g) What forfeiture is, and what it is not. Forfeiture under clause 2A(e) recognises that where you abandon a cohort the Academy must find and engage a replacement trainer, re-run or reschedule live sessions, and answer to the learners who have paid for the cohort, and that the value of the live sessions you delivered is consumed by doing so. A forfeited amount is retained by the Academy. It is not paid to any replacement trainer, who is separately and independently paid for the live sessions that trainer delivers. Forfeiture is not a penalty and is not a pre-estimate of the Academy's loss. The Academy's other rights, including its right to end the engagement under clause 9 and to claim for loss it actually suffers, are unaffected. Nothing in this clause limits any right you have under Indian law that cannot be excluded by agreement.
The delivery record. The Academy's per-session delivery record for a cohort, being the trainer recorded against each live session and that live session's recorded outcome, is the record on which apportionment under clause 2A(c) is calculated. You can see that record and confirm your own live sessions on it before the cohort's payout is finalised. If you do not confirm a live session, the Academy's own confirmed record applies to it.
3. Onboarding and KYC (required before payout)
Before you can be assigned a paid cohort and before any payout is released, you must complete onboarding: provide a valid PAN, your bank account number and IFSC, and accept this Agreement. Your bank details are verified by the Academy. If any of these is missing or unverified, you cannot be assigned a paying cohort and no payout is released. You may also provide a GSTIN if you are registered under GST (see clause 4).
4. Tax
You are responsible for your own income tax. The Academy will deduct tax at source (TDS) on your professional fees as required by Indian law (currently 10% under section 194J above the annual threshold). If you do not provide a valid PAN, TDS is deducted at the higher statutory rate (currently 20% under section 206AA). TDS certificates (Form 16A) are issued through the Income-Tax Department's TRACES system in the normal course. If you are registered under GST and provide a valid GSTIN, GST is handled per applicable law; if you are not GST-registered, no GST is added. (Rates are indicative and follow the law in force from time to time.)
5. Your personal and financial data
To onboard and pay you, the Academy stores the personal and financial data you provide - your name, contact details, PAN, any GSTIN, your bank account number and IFSC, your tax entity type (individual or firm), and your revenue-share and payout records. This data is used only to verify you, compute and pay your revenue share, and meet tax and accounting obligations. Your name, billing details, PAN/GSTIN and payout amounts are shared with our accounting and payment processors for that purpose - Zoho Corporation (Zoho Books, vendor bills/invoices) and our bank-payout provider - and are retained for the period required by Indian tax law. The Academy's Privacy Policy explains your rights over this data and how to exercise them.
6. Your content and conduct
You confirm that material you create or present is your own or properly licensed, and that you will follow the Academy's content, privacy and code-of-conduct policies.
7. Learner data
You will access learner information only to deliver your sessions, will keep it confidential, and will not use it for any other purpose.
8. Independent capacity
You act as an independent trainer, not as an employee of the Academy.
9. Ending the engagement
Either party may end the engagement on reasonable notice; obligations relating to confidentiality, completed cohorts and accrued payouts survive.