CENTIPID ACADEMY

Instructor Terms and Course Revenue Policy

1. Introduction

1.1 Purpose

These Instructor Terms and Course Revenue Policy ("Instructor Terms") govern the relationship between Centipid Technologies ("Centipid Academy", "we", "our", or "us") and Users who create, submit, publish, manage, or otherwise offer Courses through the Centipid Academy Platform ("Instructor", “Creator”, "you", or "your").

The Instructor participates on the Platform as an independent contractor. Nothing in these Instructor Terms creates or shall be construed as creating an employment relationship, agency, partnership, joint venture, or other similar relationship between Centipid Technologies and the Instructor. The Instructor remains responsible for managing their own business affairs, including compliance with applicable tax, employment, and legal obligations, except where applicable law requires otherwise.

These Instructor Terms supplement the Centipid Academy Terms of Service. In the event of any inconsistency between these Instructor Terms and the Terms of Service relating specifically to Instructor activities, these Instructor Terms shall prevail to the extent of that inconsistency.

By creating an Instructor Account, submitting a Course for review, or publishing a Course through the Platform, you acknowledge that you have read, understood, and agree to be bound by these Instructor Terms.

1.2 Related Documents

These Instructor Terms should be read together with the following documents:

• Terms of Service;

• Privacy & Cookie Policy; and

• Course Quality Assessment Checklist, Version 1.0 (or any subsequent version published by Centipid Academy).

These documents collectively govern your participation as an Instructor on the Platform.

2. Instructor Accounts and Course Publication

2.1 Instructor Accounts

Any registered User may create an Instructor Account through the Platform.

Creating an Instructor Account does not automatically grant permission to publish Courses to learners.

The Instructor is responsible for maintaining accurate account information and ensuring that their Account remains secure.

2.2 Course Submission and Approval

Every Course submitted for publication shall undergo a review by Centipid Academy before it becomes available to learners.

Centipid Academy may:

• approve the Course for publication;

• return the Course for further improvements;

• reject the Course with feedback; or

• request additional information before making a decision.

Approval is granted on a Course-by-Course basis. Approval of one Course does not automatically approve future Course submissions.

Centipid Academy reserves the sole discretion to determine whether a Course satisfies the Platform's educational, technical, legal, and quality requirements.

2.3 Course Updates

Where changes are made to an approved Course, Centipid Academy may require the updated Course to undergo further review before the revised version is published.

Minor corrections that do not materially affect the learning experience may be published without requiring a full review.

3. Instructor Responsibilities

Instructors perform their responsibilities independently and are responsible for how they create and manage their Courses, subject to these Instructor Terms and the Platform's quality requirements.

Instructors agree to:

• provide accurate and current account information;

• comply with the Terms of Service, these Instructor Terms, and all applicable laws;

• ensure that all Course content is accurate, current, and professionally presented;

• maintain Courses so that they remain relevant and technically functional;

• respond within a reasonable time to requests relating to Course reviews or quality improvements;

• respect the intellectual property and privacy rights of others;

• promptly correct material inaccuracies identified by Centipid Academy; and

• conduct themselves professionally in all interactions with learners.

4. Course Quality Standards

Every Course submitted to Centipid Academy shall satisfy the minimum quality standards established by the Platform.

These standards include, but are not limited to:

• clearly defined learning objectives;

• content that is accurate, relevant, and appropriate for the intended audience;

• logical organisation of modules and lessons;

• acceptable video, audio, and presentation quality;

• functional assessments and downloadable resources where applicable;

• compliance with applicable intellectual property laws;

• adherence to Centipid Academy's instructional design standards.

All Courses shall be assessed against the Course Quality Assessment Checklist, Version 1.0 (or any subsequent version published by Centipid Academy).

Centipid Academy may update the Checklist from time to time to reflect improvements in educational quality, technology, legal requirements, or instructional best practices.

Failure to satisfy the Checklist may result in a Course being returned for revision, rejected, unpublished, or removed from the Platform.

5. Course Ownership and Licensing

5.1 Ownership of Course Content

The Instructor retains ownership of all intellectual property rights in the Courses they create and publish through the Platform.

Nothing contained in these Instructor Terms transfers ownership of an Instructor's intellectual property to Centipid Technologies.

5.2 Licence Granted to Centipid Academy

The Instructor grants Centipid Academy a worldwide, non-exclusive, royalty-bearing licence to:

• host;

• reproduce;

• stream;

• display;

• market;

• promote;

• distribute; and

• provide access to

the Course through the Platform for as long as the Course remains available on the Platform and for any additional period reasonably necessary to fulfil legal, contractual, operational, or learner support obligations.

This licence exists solely to enable Centipid Academy to operate, improve, administer, market, and support the Platform and does not transfer ownership of the Course.

5.3 Instructor Warranties

The Instructor represents and warrants that:

• they own or possess all rights necessary to publish the Course;

• the Course does not infringe the intellectual property rights of any third party;

• all necessary permissions and licences have been obtained;

• the Course complies with applicable laws; and

• the Course does not contain material that is unlawful, defamatory, misleading, or otherwise prohibited by the Terms of Service.

6. Course Pricing

6.1 Setting Course Prices

Instructors shall determine the List Price of their Courses within the pricing ranges established by Centipid Academy.

Centipid Academy may revise the permitted pricing ranges from time to time.

6.2 Promotional Pricing

6.2.1 Promotions Initiated by Centipid Academy

Centipid Academy may conduct promotional campaigns, platform-wide sales, discount programmes, coupons, or other marketing initiatives.

Where a promotional discount is initiated solely by Centipid Academy, the Instructor's revenue shall be calculated using the Course's List Price, and Centipid Academy shall bear the full cost of the promotional discount.

6.2.2 Promotions Initiated by the Instructor

Instructors may voluntarily apply promotional pricing or discounts to their Courses through the Platform.

Where a promotional discount is initiated by the Instructor, Centipid Academy's revenue share shall continue to be calculated using 30% of the Course's List Price. The Instructor shall receive the remaining revenue after deduction of Centipid Academy's share and shall bear the full cost of the promotional discount.

6.3 Definition of List Price

For the purposes of these Instructor Terms, List Price means the standard selling price established by the Instructor immediately before any promotional discount is applied.

7. Revenue Sharing and Payments

7.1 Revenue Sharing

Unless otherwise agreed in writing, revenue generated from Course sales shall be shared as follows:

• Instructor: 70%

• Centipid Academy: 30%

7.2 Revenue Calculation

Revenue sharing shall be calculated in accordance with the pricing provisions set out in Section 6.

Where applicable, refunds, chargebacks, taxes required by law, and other mandatory deductions shall be taken into account when determining the amount payable to an Instructor.

7.3 Payment Schedule

Instructor earnings shall ordinarily be paid on or before the 10th day of each calendar month for eligible revenue earned during the preceding payment period.

For the purposes of calculating Instructor payouts, the payable earnings shall be the earnings balance reflected on the Instructor's Dashboard as at seven (7) calendar days before the applicable payment date. Any revenue earned, adjustments made, refunds processed, or chargebacks received after that cutoff date shall be carried forward and reflected in the next payment cycle.

Where the scheduled payment date falls on a weekend or public holiday, payment may be made on the next business day.

7.4 Minimum Payout Threshold

Payments shall only be made where the Instructor's payable balance equals or exceeds KES 5,000 or USD 50.

Balances below this threshold shall automatically roll forward to the next payment cycle until the minimum payout amount is reached.

7.5 Payment Method

To receive payments, each Instructor shall provide valid and accurate bank account details through the Platform, including any information reasonably required to facilitate electronic funds transfers.

The bank account provided must belong to the Instructor or, where applicable, to the Instructor's registered business entity.

Centipid Academy shall make Instructor payouts to the bank account details provided through the Platform. It is the Instructor's responsibility to ensure that these details remain accurate and up to date.

Centipid Academy shall not be responsible for delayed, failed, or misdirected payments resulting from inaccurate, incomplete, or outdated banking information provided by the Instructor.

Any costs, fees, or charges imposed by the Instructor's bank in connection with receiving payments shall be the responsibility of the Instructor unless otherwise agreed in writing.

7.6 Taxes

Each Instructor, in their capacity as an independent contractor, is responsible for declaring and paying any taxes arising from income received through the Platform unless otherwise required by applicable law. Centipid Academy may withhold taxes where legally required.

Centipid Academy may withhold taxes where legally required.

7.7 Payment Holds

Centipid Academy may temporarily withhold payments where reasonably necessary to investigate suspected fraud, chargebacks, payment disputes, legal claims, or material breaches of these Instructor Terms.

8. Refunds and Chargebacks

Where a learner receives an approved refund before Instructor earnings have been paid, the refunded amount shall be reflected in the Instructor's earnings calculation.

Where a refund or chargeback occurs after payment has already been made to the Instructor, Centipid Academy may recover the relevant amount by deducting it from future earnings.

Centipid Academy shall maintain reasonable records supporting such deductions and shall provide relevant information to the Instructor upon reasonable request.

9. Instructor Conduct

Instructors shall not:

• submit Courses that infringe the intellectual property rights of others;

• knowingly provide false, misleading, or deceptive information;

• falsely represent professional qualifications, certifications, or experience;

• manipulate learner reviews, ratings, enrolment statistics, or Course performance;

• upload malicious software or harmful code;

• publish unlawful, defamatory, discriminatory, or offensive content;

• engage in fraudulent or unethical conduct; or

• otherwise act in a manner likely to damage the reputation, security, or operation of Centipid Academy.

10. Course Removal and Suspension

Centipid Academy may suspend, unpublish, or permanently remove a Course where:

• the Course no longer satisfies the Course Quality Assessment Checklist;

• the Course infringes applicable law or third-party rights;

• the Course contains inaccurate, harmful, misleading, or outdated information;

• the Instructor breaches these Instructor Terms or the Terms of Service;

• publication of the Course creates a legal, regulatory, or reputational risk for Centipid Academy; or

• removal is reasonably necessary to protect learners, third parties, or the integrity of the Platform.

Where reasonably practicable, Centipid Academy may provide the Instructor with an opportunity to correct identified issues before permanently removing a Course.

11. Termination

Either party may terminate the Instructor relationship in accordance with the Terms of Service.

Termination shall not affect any rights or obligations accrued before the effective date of termination.

Following termination:

• unpublished Courses shall not be made available through the Platform;

• published Courses may remain accessible to existing learners for a reasonable period where necessary to fulfil contractual obligations;

• outstanding eligible payments shall continue to be processed in accordance with these Instructor Terms; and

• the licence granted to Centipid Academy under Section 5 shall continue only for so long as reasonably necessary to fulfil outstanding obligations to existing learners or comply with legal requirements.

12. Limitation of Liability

To the maximum extent permitted by the laws of the Republic of Kenya, Centipid Technologies shall not be liable for any indirect, incidental, consequential, special, or punitive damages arising from an Instructor's participation in the Platform.

Nothing contained in these Instructor Terms excludes or limits liability that cannot lawfully be excluded under applicable law.

13. Amendments

Centipid Academy may amend these Instructor Terms from time to time.

Where amendments materially affect the rights or obligations of Instructors, reasonable notice shall be provided through the Platform or by email.

Continued use of the Platform after the effective date of the amended Instructor Terms constitutes acceptance of those amendments.

14. Governing Law and Dispute Resolution

These Instructor Terms shall be governed by and interpreted in accordance with the laws of the Republic of Kenya.

The parties shall use reasonable efforts to resolve any dispute arising under these Instructor Terms through good-faith negotiations.

Where a dispute cannot be resolved amicably, it shall be submitted to the courts of the Republic of Kenya, which shall have exclusive jurisdiction.

15. General Provisions

If any provision of these Instructor Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Failure by Centipid Academy to enforce any provision of these Instructor Terms shall not constitute a waiver of that provision or any other right.

These Instructor Terms, together with the Terms of Service, Privacy & Cookie Policy, and the Course Quality Assessment Checklist, Version 1.0 (or any subsequent version published by Centipid Academy), constitute the entire agreement between Centipid Technologies and the Instructor concerning participation as a Course creator on the Platform.

16. Contact Information

For questions relating to these Instructor Terms, please contact: