Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is entered into between MarkUp Tutors Ltd ("Company") and the individual registering as a Tutor on the MarkUp Tutors Platform ("Contractor").

By completing the Tutor onboarding process and ticking the acceptance box, the Contractor agrees to be bound by this Agreement.

1. Nature of Relationship

The Contractor is engaged as an independent contractor and not as an employee, worker, agent, or partner of the Company. Nothing in this Agreement creates or implies an employment relationship, worker status, or any entitlement to employment rights including but not limited to minimum wage, holiday pay, sick pay, pension contributions, or unfair dismissal protection.

The Contractor acknowledges that they are carrying on a business in their own right by providing tutoring services to Students through the Platform.

2. Services

The Contractor agrees to provide tutoring services to Students who book Sessions through the Platform in the subjects and curriculum levels listed on their Tutor profile. The Contractor retains full professional autonomy over how they deliver tutoring services.

3. Independence

The Contractor:

• Sets their own hourly rates and subject-based pricing.
• Manages their own availability and accepts or declines bookings at their discretion.
• Is free to work for other tutoring platforms, agencies, or clients simultaneously.
• Is not required to accept any minimum number of bookings.
• Has no obligation to be exclusively available to the Company or its Platform.
• May provide tutoring services through a substitute or assistant of their choosing provided the substitute meets the Platform's verification requirements.

The Company has no obligation to provide the Contractor with a minimum number of bookings or any guaranteed income.

4. Payment

The Contractor will receive 85% of the agreed Session price for each completed Session. Payment is processed through Stripe and paid directly to the Contractor's connected Stripe account. The Company retains a 15% Service Fee, deducted automatically as part of the transaction; payment processing costs are met by the Company out of that fee and are not deducted from the Contractor's share.

The Booking Fee (a flat £1.50 per booking) is separate from the Service Fee, retained in full by the Company, and does not factor into the Contractor's 85% share.

The Contractor is solely responsible for providing accurate bank account or payment details to receive payouts. The Company accepts no liability for failed payments resulting from incorrect details provided by the Contractor.

5. Tax Obligations

The Contractor is solely responsible for:

• Registering as self-employed with HMRC or the relevant tax authority in their jurisdiction.
• Declaring all income earned through the Platform on their tax return.
• Paying all applicable income tax and National Insurance contributions or equivalent.
• Complying with VAT registration requirements if applicable.

The Company does not deduct income tax or National Insurance from payments made to the Contractor. The Contractor indemnifies the Company against any liability arising from the Contractor's failure to meet their tax obligations.

6. Standards and Conduct

The Contractor agrees to:

• Conduct all Sessions professionally and with reasonable care and skill.
• Ensure all qualifications and credentials stated on their profile are accurate and genuine.
• Maintain appropriate conduct toward Students at all times.
• Comply with the Platform's Terms and Conditions and Community Guidelines.
• Not engage in any off-platform transactions with Students they have met through the Platform.
• Notify the Company immediately of any concern regarding Student welfare or safeguarding.

7. Safeguarding

The Contractor acknowledges their responsibility for the welfare of Students during Sessions. The Contractor must not engage in any conduct that could constitute grooming, harassment, or exploitation of Students, and must not request or share contact details with a Student outside the Platform's messaging system prior to a confirmed, paid booking. Any safeguarding concern must be reported to the Company immediately at safeguarding@markuptutors.com.

Where Sessions involve Students under 18, the Contractor warrants that they are aware of and comply with applicable safeguarding obligations. The Contractor must complete the Company's vetting process before their account is activated, and must attend a screening interview if requested by the Company at its discretion. Where the Contractor has provided a background check certificate (e.g. an Enhanced DBS certificate or overseas equivalent), the Contractor must notify the Company at safeguarding@markuptutors.com of any new caution, charge, or conviction arising after that certificate was issued, within 5 working days of becoming aware of it.

8. Intellectual Property

The Contractor retains ownership of original teaching materials they create. By uploading materials to the Platform the Contractor grants the Company a non-exclusive, royalty-free licence to display such materials on the Platform for the purpose of providing tutoring services.

9. Confidentiality

The Contractor agrees to keep confidential all non-public information about the Company, its business, Students, and other Tutors that they become aware of through their use of the Platform. This obligation survives termination of this Agreement.

10. Non-Solicitation

During the term of this Agreement and for 12 months following termination, the Contractor agrees not to directly solicit Students they have met through the Platform to purchase tutoring services outside the Platform. This clause does not restrict the Contractor from accepting bookings from Students who independently approach them outside the Platform.

11. Termination

Either party may terminate this Agreement at any time by providing written notice. The Company may terminate immediately for breach of this Agreement, misrepresentation of qualifications, or conduct that brings the Platform into disrepute.

Upon termination the Contractor's profile will be removed from the Platform. Outstanding payments for completed Sessions will be processed in the normal course.

12. Governing Law

This Agreement is governed by the laws of England and Wales. Any disputes shall be subject to the exclusive jurisdiction of the courts of England and Wales.

13. Entire Agreement

This Agreement together with the Platform's Terms and Conditions constitutes the entire agreement between the parties regarding the Contractor's engagement and supersedes all prior discussions and agreements.

By completing the onboarding process the Contractor confirms they have read, understood, and agree to this Independent Contractor Agreement.