Coach Independent Contractor Agreement

Skulearn

COACH & COUNSELLOR

INDEPENDENT CONTRACTOR AGREEMENT

Effective Date: 17 February 2026

Operator: Skulearn Pty Ltd | Reg. No. 2025/920955/07 | skulearn.com

Registered Address: 417 Pretorius Street, Arcadia, Pretoria, South Africa

General Enquiries : hello@skulearn.com

Legal Notices: admin@skulearn.com

Payment Processor: Paystack (Paystack Inc.) - primary; regional processors may apply Governing Law: Republic of South Africa (see Clause 20 for cross-border users) Revenue Split: 80% Coach / 20% Platform (of Net Revenue)

Operator's Law: Republic of South Africa (see Clause 17 for cross-border users)

Dispute Resolution: Good-faith negotiation, then ICC Expedited Arbitration (online)

Language: English. Translations are for convenience only; this English version prevails.

THIS AGREEMENT IS LEGALLY BINDING. BY ONBOARDING ONTO SKULEARN.COM, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND ACCEPT THESE TERMS IN FULL.

1. DEFINITIONS

In this Agreement, the following terms have the meanings set out below:

"Agreement" means this Coach & Counsellor Independent Contractor Agreement, together with any schedules, annexures, and Platform Policies incorporated by reference.

"Client" means any registered user of the Platform who purchases or books a session or service from a Coach.

"Coach" "Counsellor" "Coach/Counsellor" The Coach" means the independent professional who has been approved by Skulearn to offer coaching or counselling services through the Platform, as identified during the onboarding process.

"Intellectual Property" means all rights in and to trade marks, service marks, trade names, domain names, patents, copyright, database rights, designs, know-how, trade secrets, and all other intellectual or industrial property rights, whether registered or unregistered.

"Net Revenue" has the meaning given in Clause 5.2.2.

"Platform" "The Platform" means the Skulearn digital marketplace available at skulearn.com and via any associated applications or tools.

"Processor" means Paystack (Paystack Inc.), the primary third-party payment service provider, and any additional regional processors operated under Paystack's network or separately approved by Skulearn in writing.

"Services" means the coaching, counselling, mentoring, workshop, and related professional services offered by the Coach through the Platform.

"Skulearn" / "Platform Operator" means Skulearn Pty Ltd, a private company registered in the Republic of South Africa (Registration No. 2025/920955/07).

2. RELATIONSHIP OF THE PARTIES

2.1 The Coach operates as an independent contractor. Nothing in this Agreement creates or implies a relationship of employment, partnership, joint venture, agency, franchise, or fiduciary duty between the Coach and Skulearn.

2.2 The Coach has no authority to enter into contracts, incur liabilities, or make representations on Skulearn's behalf.

2.3 The Coach is solely responsible for all professional conduct, the quality and legality of Services rendered, and for maintaining all licences, registrations, and professional standards required by the laws of the jurisdiction in which the Coach practises.

2.4 Skulearn does not supervise, direct, or control the Coach's professional judgment. Skulearn's role is limited to providing technology infrastructure, marketplace access, and administrative support.

3. PLATFORM APPROVAL & CONDUCT STANDARDS

3.1 Participation on the Platform is conditional upon prior approval by Skulearn. Skulearn operates a curated marketplace and reserves the right to approve, decline, or withdraw approval for any Coach at its reasonable discretion.

3.2 Ongoing participation requires the Coach to:

Maintain all applicable professional qualifications, licences, and registrations
Comply with Skulearn's Community Safety & Child Protection Policy
Adhere to Platform conduct standards and content guidelines, as updated from time to time
Maintain professional indemnity insurance where required by the laws of the Coach's operating jurisdiction

3.3 Skulearn may request evidence of qualifications, licences, or insurance at any time. Failure to provide satisfactory evidence within 5 (five) business days of a written request may result in suspension of the Coach's listing.

4. PROFESSIONAL WARRANTIES

The Coach makes the following warranties to Skulearn on a continuing basis throughout the term of this Agreement:

4.1 The Coach holds all qualifications and experience appropriate for the Services offered and has not misrepresented those qualifications to Skulearn or to any Client.

4.2 The Coach holds all professional licences, registrations, and memberships required by applicable law in the jurisdiction(s) in which the Coach practises.

4.3 The Coach complies with all applicable laws, professional codes of conduct, and ethical standards governing the Coach's profession.

4.4 All representations made to Clients about the nature, scope, process, and expected outcomes of Services are accurate and not misleading.

4.5 The Coach maintains adequate professional indemnity insurance where required by law or professional body rules, and will produce evidence of such cover upon Skulearn's reasonable request.

4.6 A breach of any warranty in this Clause does not create a refund obligation on Skulearn but may trigger the indemnity in Clause 13 and remedies under Clause 15.

5. PAYMENT PROCESSING & REVENUE SPLIT

5.1 Platform Role - Not a Financial Intermediary

5.1.1 Skulearn provides technology infrastructure and marketplace access. It does not collect, hold, pool, commingle, or disburse Client payments on behalf of Coaches at any point in the payment flow.

5.1.2 All payment transactions are processed directly through the Processor. Skulearn acts solely as a technology conduit and is not a party to the financial transaction between a Client and a Coach. The Processor's own terms of service govern the payment relationship.

5.1.3 The Coach must maintain a valid, verified payout account with the Processor at all times. Failure to do so may result in suspension of the Coach's ability to receive disbursements. Skulearn accepts no liability for disbursement delays caused by the Coach's failure to maintain a valid payout account.

5.1.4 Skulearn does not store full payment card data. All card processing is handled by the Processor in accordance with applicable PCI-DSS standards.

5.2 Revenue Split & Net Revenue

5.2.1 Upon a Client completing a payment for Coach Services, the transaction amount is split at the point of payment as follows:

Recipient / Share of Net Revenue

Coach / Instructor Disbursement - 80% (eighty percent)

Platform Service Fee (Skulearn) - 20% (twenty percent)

5.2.2 "Net Revenue" means the gross transaction amount received from a Client, after deducting:

(a) payment gateway and transaction fees charged by the Processor;

(b) VAT, GST, sales tax, digital services tax, or equivalent indirect taxes at the applicable statutory rate;

(c) refunds lawfully processed under Clause 8;
(d) chargeback amounts upheld against the Coach; and
(e) promotional discounts approved by Skulearn in writing.

5.2.3 Transactions will be denominated in the currency selected by the Client at checkout. Where currency conversion is required, the Processor's prevailing exchange rate applies. Skulearn accepts no liability for exchange rate fluctuations affecting Coach disbursements.

5.2.4 No commingling: Each transaction is split in real time at the point of payment. Skulearn does not pool, aggregate, or commingle Coach funds. Skulearn bears no liability for delays, holds, or failures imposed by the Processor on Coach disbursements.

5.3 Disbursement Timeline

5.3.1 The Coach's 80% share is disbursed to the Coach's registered payout account in accordance with the Processor's standard settlement timelines. Skulearn may conduct monthly reconciliations and makes earnings statements available within 15 (fifteen) calendar days after the end of each calendar month. Otherwise the statements are available live on the coach's skulearn profile dashboard

5.3.2 Disbursements may be withheld where: a chargeback or dispute is pending; a disbursement withholding reserve is active under Clause 8.4; or Skulearn has a good-faith basis to believe a fraudulent transaction has occurred.

5.4 Platform Service Fee

5.4.1 The 20% Platform Service Fee is consideration for: marketplace hosting and technology infrastructure; booking system and session management tools; secure payment processing integration; global marketing and platform visibility; safeguarding oversight and community safety; and administrative and customer support infrastructure.

5.5 No Guaranteed Income

5.5.1 Skulearn provides no guarantee of Client volumes, bookings, revenue levels, or marketing placement. The Coach's earnings depend entirely on Client demand, market conditions, and the Coach's own performance and profile quality.

5.6 Processor Downtime & Third-Party Failures

5.6.1 Skulearn is not liable for payment processing outages, settlement delays, or transaction failures caused by the Processor, banking networks, or any other third-party financial infrastructure. The Coach is responsible for monitoring the Processor's published service status and support channels.

6. FAILED PAYMENTS

6.1 Where a Client's payment fails during processing, no service obligation arises between the Client and the Coach, and no access to sessions, digital content, or programmes will be granted until the Processor confirms successful payment.

6.2 The Platform will notify the Client of the failure by email or in-platform notification and provide an opportunity to re-attempt payment within 48 hours.

6.3 Skulearn is not liable for any loss, inconvenience, or damage arising from payment failures attributable to the Client's bank, card issuer, or the Processor.

6.4 Where a failed payment is detected after a Client has accessed a session or content, the Coach authorises Skulearn and/or the Processor to recover the outstanding amount from the Coach's next available disbursement cycle, with full written accounting provided to the Coach.

7. TAXES & REGULATORY COMPLIANCE

7.1 The Coach is solely responsible for determining, declaring, and remitting all taxes applicable to income received through the Platform in the Coach's jurisdiction, including but not limited to income tax, VAT, GST, digital services tax, withholding tax, and social contributions.

7.2 Skulearn does not withhold or remit taxes on the Coach's behalf unless specifically required to do so by a mandatory provision of applicable law or a binding directive from a relevant tax authority.

7.3 Coaches who are VAT-registered, GST-registered, or otherwise required to issue fiscal receipts or tax invoices under the laws of their jurisdiction are solely responsible for issuing such documents to their Clients in a form compliant with applicable law.

7.4 The Coach is responsible for compliance with all applicable laws in the Coach's jurisdiction governing self-employment, independent contracting, professional licencing, and cross-border service delivery. Skulearn does not provide tax, legal, or regulatory advice. Coaches are encouraged to seek independent professional advice.

8. DIGITAL PRODUCT POLICY, REFUNDS & CHARGEBACKS

8.1 Digital Services - No-Refund Policy

8.1.1 All Services delivered through the Platform are digital services provided electronically. By completing a booking or purchase, Clients expressly acknowledge that the Services are made available immediately or within a short period of payment confirmation, and that consumer withdrawal or cooling-off rights that may ordinarily apply to distance contracts do not apply once the Services have been accessed or delivered, to the fullest extent permitted by applicable law in the Client's jurisdiction.

8.1.2 Skulearn's Platform operates a no-refund policy on digital services once delivered or accessed. This policy applies to both the Platform Service Fee and to the Coach's earned share in respect of delivered Services.

8.1.3 Nothing in this clause prevents a Coach from voluntarily offering a refund to a Client at the Coach's sole discretion and cost. Voluntary refunds are a matter between the Coach and the Client only. The Platform Service Fee is not refunded to the Coach in respect of voluntary refunds.

8.2 Mandatory Refund Circumstances

8.2.1 Notwithstanding the no-refund policy, a refund shall be processed and the corresponding amount deducted from the Coach's earnings where:

The Coach failed to attend or deliver a booked session without providing the Client reasonable advance notice
The Coach materially misrepresented their credentials, qualifications, or the scope of Services offered
A verified Platform-side technical failure prevented the Client from accessing a session or content (failures attributable to the Client's device, browser, or internet connection do not qualify)
A verified duplicate transaction charge is confirmed by the Processor
A mandatory statutory refund right applicable in the Client's jurisdiction cannot lawfully be excluded

8.2.2 Coaches must maintain clear, published cancellation and rescheduling policies on their Platform profile prior to accepting bookings. Inconsistency between a Coach's stated policy and actual conduct is a breach of this Agreement.

8.3 Chargebacks & Payment Disputes - Coach as Primary Obligor

8.3.1 All Client payment disputes, including chargebacks and unauthorised transaction claims arising from the Coach's Services, are matters between the Client and the Coach. Skulearn is not a party to the underlying service contract and does not assume liability for Client dissatisfaction, non-delivery, or disputed transactions.

8.3.2 Where a Client initiates a chargeback or payment reversal in connection with a Coach's Services, the Coach is solely responsible for cooperating with the Processor's dispute resolution process and for providing all evidence required to contest or resolve the chargeback.

8.3.3 The Coach authorises Skulearn and/or the Processor to withhold future earned disbursements in an amount equal to the disputed transaction, plus any chargeback fees charged by the Processor, pending resolution of the dispute. This withholding is not a deduction of Client funds but a hold on the Coach's own earned disbursements.

8.3.4 Skulearn may, at its discretion and without obligation, provide relevant transaction records to the Coach to assist in chargeback defence. Such assistance does not constitute Skulearn's involvement in or liability for the underlying dispute.

8.4 Disbursement Withholding Reserve - Future Earnings Only

8.4.1 Where a Coach's chargeback ratio exceeds 1% (one percent) of monthly transaction volume, or where the Processor mandates a reserve, Skulearn may instruct the Processor to withhold up to 5% (five percent) of the Coach's future earned disbursements - being amounts already earned from completed transactions but not yet settled to the Coach - as a rolling 30-day disbursement withholding reserve.

8.4.2 This reserve mechanism applies solely to the Coach's own unsettled earned disbursements. It does not constitute Skulearn collecting, holding, pooling, or commingling Client payments, and does not alter Skulearn's characterisation as a technology conduit under Clause 5.1.

8.4.3 Withheld disbursements will be released within 30 (thirty) calendar days of the Coach's chargeback ratio returning below the 1% trigger threshold, net of any amounts applied to upheld chargebacks or Processor fees during the withholding period. Skulearn will provide written accounting to the Coach upon release.

8.5 Non-Cooperation

8.5.1 If a Coach fails to cooperate with chargeback or dispute resolution procedures within 5 (five) business days of written notification by Skulearn or the Processor, Skulearn may suspend the Coach's account and withhold disbursements up to the full value of the disputed amount pending resolution.

9. SAFEGUARDING & CHILD PROTECTION

Because the Platform serves users who may include minors, the Coach agrees to the following obligations, which are non-negotiable and apply in all jurisdictions:

9.1 The Coach will not solicit, encourage, or facilitate private contact with minor users outside the Platform.
9.2 The Coach will not collect personal contact information from minor users directly.
9.3 The Coach will not engage in any communication with minor users or their guardians that is inappropriate, exploitative, or contrary to any applicable child protection law.

9.4 The Coach will immediately report any safeguarding concern involving a minor to Skulearn at safeguarding@skulearn.com and, where required by the law of the relevant jurisdiction, to the appropriate statutory authority.

9.5 The Coach will comply fully with Skulearn's Community Safety & Child Protection Policy as published and updated on the Platform.

9.6 Any breach of this Clause will result in immediate account suspension pending investigation and may result in permanent termination and referral to the relevant authorities, regardless of jurisdiction.

10. SCOPE OF SERVICES - PROFESSIONAL BOUNDARIES

10.1 The Coach may provide through the Platform:

Life coaching and personal development guidance
Leadership, career, and executive coaching
Educational and skills mentoring
Non-clinical wellbeing support within the Coach's licensed scope
Group workshops and webinars within these categories
10.2 The Coach must not, through the Platform:
- Provide medical diagnosis, clinical advice, or treatment recommendations
- Provide psychiatric diagnosis or clinical psychotherapy, unless the Coach holds the appropriate licence and has received Skulearn's prior written approval
- Prescribe or advise on medications or medical interventions
- Provide advice outside the Coach's licensed and stated professional scope

10.3 Where a Client raises topics involving clinical, medical, or psychiatric treatment decisions, the Coach must: refrain from providing clinical guidance; encourage the Client to consult a licensed healthcare professional; and, where the Client is a minor, recommend discussion with a parent or guardian and with an appropriate licensed professional.

11. INTELLECTUAL PROPERTY

11.1 Each party retains ownership of its own pre-existing intellectual property. Nothing in this Agreement transfers ownership of any intellectual property between the parties.

11.2 The Coach grants Skulearn a limited, non-exclusive, royalty-free licence to use the Coach's name, professional title, profile image, and publicly stated credentials solely for the purpose of displaying the Coach's profile on the Platform and marketing the Platform's services to potential Clients.

11.3 Skulearn's brand, platform design, and proprietary technology remain the exclusive property of Skulearn. The Coach has no right to use Skulearn's name, brand, or logo other than as a factual statement that the Coach is listed on skulearn.com.

12. CONFIDENTIALITY

12.1 Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including but not limited to: session content and Client information; Platform revenue analytics and financial data; Platform systems, processes, and technical infrastructure; and any information marked or communicated as confidential.

12.2 Confidentiality obligations do not apply to information that: is or becomes publicly available through no breach of this Agreement; was already known to the receiving party prior to disclosure; or is required to be disclosed by law or regulatory order, provided the disclosing party gives the other party reasonable prior notice where legally permissible. 12.3 These obligations survive the termination of this Agreement for a period of 3 (three) years, and indefinitely in respect of trade secrets and Client personal information.

13. DATA PROTECTION & PRIVACY

13.1 The Coach may access limited Client information solely for the purpose of delivering booked Services through the Platform. No Client data may be used for any other purpose.

13.2 Client personal data must not be stored outside the Platform unless required by a mandatory provision of applicable law or a professional body obligation, in which case the Coach must notify Skulearn in writing before doing so.

13.3 The Coach must implement and maintain reasonable technical and organisational security measures to protect Client personal data against unauthorised access, loss, or disclosure.

13.4 The Coach must comply with all applicable data protection and privacy laws in the jurisdiction(s) in which the Coach operates, including but not limited to the Protection of Personal Information Act 4 of 2013 (South Africa), the General Data Protection Regulation (EU/UK), and equivalent applicable legislation.

13.5 Any actual or suspected data breach involving Client personal information must be reported to Skulearn at admin@skulearn.com within 24 hours of the Coach becoming aware of it.

14. INDEMNITY

14.1 The Coach agrees to indemnify, defend, and hold harmless Skulearn and its directors, officers, employees, and agents from and against any claim, loss, liability, damage, fine, penalty, or expense (including reasonable legal costs) arising out of or in connection with:

Professional negligence, misconduct, or malpractice by the Coach
Breach of any professional licence, registration, or regulatory obligation
Breach of safeguarding or child protection obligations under Clause 9
Any harm caused to a Client arising from the Coach's Services
Chargeback liability attributable to the Coach's Services or conduct
Misrepresentation of credentials, qualifications, or service scope
Infringement of any third party's intellectual property rights
Breach of any obligation under this Agreement

14.2 This indemnity is not subject to the liability cap in Clause 15.1 and survives the termination of this Agreement.

15. LIMITATION OF LIABILITY

15.1 To the maximum extent permitted by applicable law, Skulearn's total aggregate liability to the Coach arising out of or in connection with this Agreement - including in relation to payment processing, disbursements, or transaction disputes - shall not exceed the Platform Service Fees actually received by Skulearn from that Coach's transactions in the 90 (ninety) calendar days immediately preceding the event giving rise to the claim.

15.2 Skulearn is not liable for: indirect, consequential, special, or punitive damages of any kind; loss of profit, revenue, opportunity, or goodwill; the professional conduct, advice, or outcomes of any session provided by the Coach; payment processing failures caused by the Processor or any third-party financial institution; or losses arising from the Coach's failure to maintain a valid Processor payout account.

15.3 Nothing in this Clause limits Skulearn's liability for fraud or wilful misconduct or excludes any liability that cannot lawfully be excluded under applicable mandatory law.

16. BREACH & TERMINATION

16.1 Either party may terminate this Agreement on 30 (thirty) calendar days' written notice to the other party, without cause.

16.2 Skulearn may terminate this Agreement with immediate effect, without prior notice or liability to the Coach, upon the occurrence of any of the following:

Any safeguarding concern or child protection violation
Fraud, wilful misconduct, or misrepresentation of credentials or Services
Conduct that causes or is reasonably likely to cause material reputational harm to Skulearn
Violation of applicable law or loss of a required professional licence or registration
Material breach of any term of this Agreement that remains unremedied 5 (five) business days after written notice requiring remedy
Persistent chargeback ratios exceeding 1% of the Coach's monthly transaction volume over any two consecutive months

16.3 Upon termination for any reason: access to the Platform will cease on the effective termination date; outstanding earned disbursements will be settled within 45 (forty-five) calendar days, after deduction of any outstanding chargeback liabilities, disbursement withholding reserve amounts, refund obligations, and any other amounts owed to Skulearn; and any pending Client bookings will be managed by Skulearn in accordance with its Client protection policy.

16.4 The following clauses survive termination of this Agreement: 11 (Intellectual Property), 12 (Confidentiality), 13 (Data Protection), 14 (Indemnity), 15 (Limitation of Liability), 17 (Governing Law), and 18 (Dispute Resolution).

17. GOVERNING LAW & JURISDICTION

17.1 This Agreement is governed by and construed in accordance with the laws of the Republic of South Africa, without regard to its conflict of laws principles.

17.2 Cross-border Coaches acknowledge that: Skulearn's primary legal and regulatory framework is South African; Coaches remain independently responsible for compliance with all laws applicable in their own jurisdiction, including those relating to consumer protection, data privacy, taxation, and professional licensing; and the governing law of this Agreement does not limit or replace those local obligations.

17.3 Nothing in this Agreement prevents Skulearn from seeking urgent or interim injunctive relief from any court of competent jurisdiction.

18. DISPUTE RESOLUTION

18.1 The parties agree to attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiation between senior representatives within 15 (fifteen) business days of one party serving written notice of the dispute on the other.

18.2 If the dispute is not resolved through negotiation within the period specified in Clause 18.1, either party may refer the dispute to binding arbitration under the ICC Rules for Expedited Arbitration, conducted online in the English language. The seat of arbitration shall be South Africa.

18.3 Online arbitration is adopted as the default mechanism to ensure equal and accessible dispute resolution for Coaches operating in any jurisdiction.

18.4 For Client-Coach disputes, Skulearn may, at its discretion and without obligation, provide relevant transaction records to assist in resolution. This assistance does not constitute Skulearn's participation in or liability for the underlying dispute.

19. GENERAL PROVISIONS

19.1 Entire Agreement. This Agreement, together with any Platform Policies incorporated by reference, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior representations, communications, and agreements.

19.2 Amendments. Skulearn may amend this Agreement with or without any prior notice. The Coach's continued use of the Platform after the notice period constitutes acceptance of the amended terms. If the Coach does not accept the amended terms, the Coach may terminate this Agreement and withdraw its content from the platform.

19.3 Severability. If any provision of this Agreement is found to be invalid, unlawful, or unenforceable, it shall be severed to the minimum extent necessary and the remaining provisions shall continue in full force and effect.

19.4 No Waiver. No failure or delay in enforcing any right under this Agreement constitutes a waiver of that right.

19.5 Notices. All formal notices under this Agreement must be in writing and sent to: Skulearn - admin@skulearn.com;

Coach - the email address registered on the Coach's Platform account.

19.6 Language. This Agreement is executed in English. Any translation provided by Skulearn is for convenience only. In the event of conflict, the English language version prevails.

EXECUTION

By onboarding onto skulearn.com the Coach confirms that they have the legal capacity to enter into this Agreement; have read and understood it in full; and agree to be legally bound by its terms.