1. Acceptance of Terms

By creating an Instructor account or publishing content, you agree to be bound by:

• This Agreement;
• The Platform Terms & Conditions;
• Our Privacy Policy, Cookie Policy, and any operational guidelines we publish.

If there is a conflict between this Agreement and the general Terms & Conditions, this Agreement prevails with respect to instructor matters.

2. Instructor Responsibilities

2.1 Course Content

• You will create and upload original course materials (video, audio, text, images, assessments, etc.) (“Course Content”).
• You warrant that all Course Content is accurate, lawful, and does not infringe any third-party rights, including copyright, trade mark, privacy, or data protection rights.
• You will keep course information (descriptions, pricing, prerequisites) accurate and up to date.

2.2 Professional Conduct

• You will provide courses in a professional, non-discriminatory, and ethical manner.
• You will not engage in harassment, offensive conduct, or any behaviour that could damage the reputation of Knowledge Well.

2.3 Compliance with Law

• You are responsible for complying with all applicable laws and regulations, including:
  • UK Copyright, Designs and Patents Act 1988;
  • Data Protection Act 2018 / UK GDPR;
  • Consumer protection and advertising standards;
  • Any industry-specific or professional licensing requirements.

2.4 Child Protection

If you deliver courses aimed at learners under 18, you must ensure that all content and communication complies with UK child-protection and safeguarding laws, and you must not collect unnecessary personal data from minors. Any user under the age of 18 must have parental or guardian consent.

3. Licence to Knowledge Well

You grant Knowledge Well a worldwide, non-exclusive, royalty-free, sublicensable licence to:

• Host, store, reproduce, modify (for technical reasons only), market, distribute, and publicly display your Course Content through the Platform; and
• Use your name, likeness, and biographical information for the purpose of promoting the course or Platform.

This licence continues while your course is available on the Platform and for a reasonable period thereafter for backup and record-keeping purposes.

4. Intellectual Property

• You retain full ownership of all intellectual property rights in your Course Content, subject to the licence granted above.
• You must promptly inform us of any alleged infringement of your Course Content.
• If we receive a valid DMCA/UK notice of infringement regarding your content, we may remove or disable access to the content and notify you.

5. Pricing & Revenue Share

5.1 Pricing

You may suggest a retail price for your courses, but Knowledge Well reserves the right to run promotions or discounts, provided you receive your agreed revenue share.

5.2 Revenue Share

• Unless otherwise agreed in writing, Knowledge Well will pay you 70% of Net Revenue from student purchases of your courses.
• “Net Revenue” means gross receipts minus applicable VAT, payment processor fees, chargebacks, and refunds.

5.3 Payouts

• Payouts are made in GBP (£) via Stripe/bank transfer once we receive a request for balance transfer. Minimum period of 14 days after course start must lapse before a request can be made.
• Payments are typically made within 5-7 business days following the request.
• You are responsible for any income tax, self-employment tax, or national insurance due on your earnings.

6. Refunds

• Students may request refunds under our Refund Policy and UK consumer law.
• If a refund is issued, your share of that sale will be deducted from your balance or future payouts.

7. Marketing & Promotions

• Knowledge Well may feature your course in email campaigns, search results, or external advertisements.
• We may offer limited-time promotional discounts without reducing your net revenue percentage, unless separately agreed.

8. Data Protection

• Each party is an independent data controller for personal data it processes.
• You must comply with the UK GDPR when collecting or processing any learner data you access through the Platform.
• You may use learner personal data only to provide your course and not for unsolicited marketing.
• You must promptly delete or anonymise personal data upon a learner’s request where required by law.

9. Confidentiality

Both parties agree to keep non-public business information (including financial data, user metrics, and technical details) confidential and to use it only for purposes of this Agreement.

10. Warranties & Indemnity

You warrant that:

• You have full authority to enter into this Agreement;
• Your Course Content is original or properly licensed.

You agree to indemnify and hold harmless Knowledge Well, its officers, and employees from any claims, damages, or legal fees arising from:

• Breach of this Agreement;
• Violation of intellectual property or data-protection laws;
• Your negligence or misconduct.

11. Limitation of Liability

• To the fullest extent permitted by law, Knowledge Well’s total liability to you is limited to the total amount of revenue share paid to you in the 6 months preceding the claim.
• We are not liable for indirect or consequential losses (e.g., lost profits, data loss).

12. Term & Termination

• This Agreement begins on the Effective Date and continues until terminated.
• Either party may terminate for any reason with 30 days’ written notice.
• We may suspend or terminate immediately if you materially breach this Agreement, violate law, or engage in conduct that could harm the Platform’s reputation.
• Upon termination:
  • We will remove your courses from sale within a reasonable time.
  • Sections 4 (Intellectual Property), 8 (Data Protection), 9 (Confidentiality), 10 (Warranties & Indemnity), and 11 (Limitation of Liability) survive.

13. Governing Law & Jurisdiction

This Agreement and any dispute or claim arising out of it shall be governed by the laws of England and Wales, and the courts of England and Wales (or, if you are domiciled in Northern Ireland, the courts of Northern Ireland) shall have exclusive jurisdiction.

14. Miscellaneous

• Independent Contractors: Nothing creates a partnership, joint venture, or employment relationship.
• Assignment: You may not assign or transfer this Agreement without our prior written consent.
• Entire Agreement: This document, together with the Platform Terms & Conditions, constitutes the entire agreement between the parties.
• Notices: We will communicate via email to the address on your instructor account; you must keep it current.