Trainer Agreement - Firm/Company
Trainer Agreement - Firm / Company
This agreement is between OrbitQube ("the Academy") and your firm or company ("the Trainer Entity") delivering sessions on the OrbitQube AI Academy platform.
1. Engagement
The Trainer Entity will deliver the cohort sessions it is assigned, through suitably qualified personnel, to the published schedule and the Academy's quality standards.
2. Revenue share
The Trainer Entity will be paid a revenue-share percentage of the net fees collected for a cohort, if and to the extent clause 2A entitles it to it. The percentage that applies is set by the Academy, is recorded in the payout profile, and is fixed for a cohort at the time the Trainer Entity is assigned to it (a per-cohort rate may be set; otherwise the default profile rate applies). A later change to the Academy's default rate does not change the rate for a cohort already 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 onboarding (clause 3) is complete.
2A. How the revenue share is earned, apportioned and forfeited
(a) Delivery scope. For each cohort the Trainer Entity is assigned, the Academy records which live sessions it is responsible for delivering. That set of live sessions is its delivery scope for that cohort. The delivery scope and the revenue-share percentage that applies to that cohort are fixed on assignment, are recorded in the Academy's systems, and may be changed only by agreement between the Trainer Entity and the Academy, recorded in writing before the change takes effect.
(b) Payment is earned on completion, not live session by live session. The Trainer Entity earns a revenue share for a cohort only if it successfully completes its delivery scope for that cohort. Delivering some of the live sessions in the delivery scope does not, by itself, entitle it to any payment. No amount accrues to it, and the Academy owes it no debt, in respect of an individual live session.
(c) Apportionment by live sessions delivered. If the Trainer Entity completes its delivery scope, the amount payable for that cohort is its revenue-share percentage of the cohort's net collected fees, apportioned by the number of live sessions it delivered as a proportion of the cohort's billable live sessions. The revenue-share percentage is the percentage of the cohort's net collected fees the Trainer Entity would receive if it 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 the revenue-share percentage applies to that cohort.
(d) Agreed handover, and release. If the Trainer Entity and the Academy agree, in writing and before the change takes effect, that another trainer will take over part of its delivery scope, the Trainer Entity remains entitled to payment under clause 2A(c) for the live sessions it delivered. The same applies if the Academy releases it from part of its delivery scope. Where the Trainer Entity is unable to deliver because of an emergency or another cause outside its control, and it tells the Academy as soon as it reasonably can, the Academy will treat this as a release under this clause and not as an abandonment under clause 2A(e).
(d)(i) Substitution of personnel. The Trainer Entity is responsible for delivering its delivery scope through suitably qualified personnel (clause 6). If a particular individual becomes unavailable, the Trainer Entity may substitute other suitably qualified personnel with the Academy's prior agreement, recorded in writing. Such a substitution is not a handover, a release or an abandonment, and does not affect the Trainer Entity's entitlement or its apportionment under clause 2A(c). Substituting personnel without the Academy's prior agreement, or failing to deliver the delivery scope through any personnel, is an abandonment under clause 2A(e).
(e) Abandonment and forfeiture. If the Trainer Entity stops delivering its delivery scope without an agreed handover or release under clause 2A(d), or does not deliver its remaining live sessions and does not respond to the Academy's reasonable attempts to contact it, the Academy may record its engagement for that cohort as abandoned. On that determination the Trainer Entity forfeits the whole of its revenue share for that cohort, including any amount referable to live sessions it had already delivered. If the Academy has already paid 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 the Trainer Entity.
(f) How a determination is made, and the 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 the Trainer Entity, at the Trainer Entity's registered email address, on the day the determination is made. The Trainer Entity 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, until it has considered the response and given its decision in writing. The Academy will act reasonably and in good faith, and will not record an abandonment where the Trainer Entity has complied with clause 2A(d).
(g) What forfeiture is, and what it is not. Forfeiture under clause 2A(e) recognises that where the Trainer Entity abandons 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 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 the Trainer Entity has under Indian law that cannot be excluded by agreement. The Trainer Entity remains an independent contractor for all purposes (clause 9).
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. The Trainer Entity can see that record and confirm its own live sessions on it before the cohort's payout is finalised. If a live session is not confirmed, the Academy's own confirmed record applies to it.
3. Onboarding and KYC (required before payout)
Before the Trainer Entity can be assigned a paid cohort and before any payout is released, it must complete onboarding: provide a valid PAN, a bank account number and IFSC for the entity, and accept this Agreement. The bank details are verified by the Academy. If any of these is missing or unverified, the Trainer Entity cannot be assigned a paying cohort and no payout is released. A GSTIN must also be provided where the Trainer Entity is registered under GST (see clause 4).
4. Tax and GST
The Trainer Entity is responsible for its own taxes. The Academy will deduct tax at source (TDS) on professional fees as required by Indian law (currently 10% under section 194J above the annual threshold; 20% under section 206AA if a valid PAN is not provided). TDS certificates (Form 16A) are issued through the Income-Tax Department's TRACES system in the normal course. Where the Trainer Entity is registered under GST, it must provide a valid GSTIN and raise compliant invoices, and GST is handled per applicable law; where it is not GST-registered, no GST is added. (Rates are indicative and follow the law in force from time to time.)
5. The Trainer Entity's personal and financial data
To onboard and pay the Trainer Entity, the Academy stores the data it provides - the entity name and contact details, PAN, any GSTIN, bank account number and IFSC, tax entity type, and revenue-share and payout records. This data is used only to verify the entity, compute and pay its revenue share, and meet tax and accounting obligations. The entity 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 the applicable rights and how to exercise them.
6. Personnel
The Trainer Entity is responsible for its personnel, including their conduct, their right to work, and their compliance with the Academy's policies.
7. Content and IP
The Trainer Entity confirms that material it creates or presents is its own or properly licensed and does not infringe third-party rights.
8. Learner data
The Trainer Entity and its personnel will access learner information only to deliver sessions, will keep it confidential, and will not use it for any other purpose.
9. Independent contractor
The Trainer Entity acts as an independent contractor, not as an employee or agent of the Academy.
10. Ending the engagement
Either party may end the engagement on reasonable notice; confidentiality, completed-cohort and accrued-payout obligations survive.