1. Parties

This Agreement is between:

Shambits LTD, a company registered in England and Wales under company number 14700340, with its registered office at 86-90 Paul Street, London, England, EC2A 4NE, United Kingdom ("ShamBits", "we", "us"); and

the individual who applies to and is approved by ShamBits to deliver tutoring services through the ShamBits Academy platform ("you", the "Teacher").

2. Independent contractor relationship

2.1 You provide tutoring services to ShamBits as an independent contractor. This Agreement does not create a contract of employment, partnership, joint venture, or agency between you and ShamBits, and you are not entitled to any employee benefit.

2.2 The parties intend, and this Agreement is drafted on the basis of, a genuine independent-contractor relationship. The standards, tools, and requirements described in this Agreement exist to maintain service quality, safeguarding, and platform consistency for students.

3. No guaranteed work or student volume

3.1 ShamBits does not guarantee you any minimum number of students, lessons, or income. Student assignment depends on demand, your declared availability, and your approved eligibility to teach particular courses, ages, and genders of learner (clause 10).

4. Application and approval requirements

4.1 To become an approved Teacher, you must submit a complete application through the platform and be approved by ShamBits. Approval is at ShamBits' discretion and depends on matters including your qualifications and experience, your declared availability, identity and safeguarding verification (clauses 6 and 6A), your interview and (where used) mock-lesson assessment, your acceptance of the current pay-rate agreement (clause 25), and your country of residence having passed our country-compliance review (clause 7).

4.2 ShamBits may request an interview or a short assessed mock lesson as part of the application process.

4.3 When this Agreement itself becomes binding. Registering an account and starting an application does not, by itself, make you a party to this Agreement. This Agreement is presented to you, and requires your explicit acceptance, once your application has reached the point of admin approval — after identity, qualification, and safeguarding checks and any interview/assessment are complete. You do not become an approved, operational Teacher, and do not gain access to student data, until you have accepted the current version of this Agreement and the country-compliance condition in clause 7 is also satisfied. A separate Teacher & Applicant Privacy Notice applies to you from the point you register, before this Agreement itself is presented — see that notice for how we handle your information during the application process.

5. Accurate information and qualifications

5.1 You confirm that all information you provide in your application and afterward — including your qualifications, teaching experience, and language proficiency — is accurate and not misleading, and you will tell us promptly if anything changes.

6. Identity verification

6.1 As part of your application, we require you to upload a copy of a passport or national identity document so that we can verify your identity before you are approved to teach.

6.2 We retain the image of this document only for the purpose of onboarding verification. It is physically deleted no later than 90 days after your application is approved or rejected; after that point we keep only a minimal record of the verification outcome (for example, the document type, verification date, and outcome), not the document image itself. If we later need to re-verify your identity — for example because a document expires, your details change, or there is a genuine safeguarding or security reason — we may ask you to provide a document again, which will be handled under the same terms.

6A. Safeguarding verification — Certificate of Good Conduct

6A.1 Because you will deliver one-to-one lessons to children, you must also provide an official Certificate of Good Conduct, police clearance certificate, or the appropriate equivalent government-issued criminal-record document for your country of residence, before you can be approved to teach. For applicants resident in Jordan, this means the official Jordanian Certificate of Good Conduct.

6A.2 Your certificate must have been issued within the 3 months immediately before your final approval. Once you are an approved, operational Teacher, we will ask you to provide a current certificate again, satisfying the same freshness requirement, at least every 12 months, and sooner if we have a genuine safeguarding or security reason to ask for re-verification.

6A.3 We use this document solely to assess your suitability to work with children from a safeguarding perspective. We handle it with particular care, in line with the higher sensitivity of criminal-record information compared with an ordinary identity or qualification document — see our Teacher & Applicant Privacy Notice for how we collect, verify, and delete it, and retain only a minimal verification record afterward.

6A.4 This requirement is adopted ShamBits business policy but is not necessarily active for every applicant from the moment this Agreement is published — ShamBits will only begin collecting this document once the associated data-handling safeguards described in our Teacher & Applicant Privacy Notice are actually in place. Until then, this clause describes ShamBits' intended requirement, not necessarily a live collection step you will be asked to complete immediately.

7. Country-compliance condition

7.1 You may apply from any country. However, you will only become an operational Teacher able to receive live student assignments once ShamBits has completed its own internal compliance review of your country of residence and confirmed it as approved for this purpose. This is a review we carry out internally, appropriate to the country concerned (which, where you are based outside the United Kingdom, may include confirming an appropriate international data-transfer mechanism) — it is not a comment on you personally.

7.2 If ShamBits later suspends the approved status of your country of residence, we may pause or suspend your operational access under this Agreement while that is the case, in accordance with clause 34.

8. Access to student data and confidentiality of student information

8.1 In delivering lessons, you will have access to certain personal information about the students assigned to you — for example, their name, age, course, and schedule, and (for lessons you teach) lesson chat and lesson-room content. You do not have access to lesson recordings — recording playback is admin-only (see clause 16).

8.2 You must keep this information confidential, use it only for the purpose of delivering lessons and related administrative tasks through the platform, and not copy, download, screenshot, or otherwise retain it outside the platform, or share it with anyone else, except as this Agreement or the platform expressly allows.

9. Safeguarding obligations

9.1 You must comply with our Safeguarding & Child Protection Policy at all times, which is incorporated into this Agreement by reference and forms part of your obligations under it. This includes maintaining appropriate professional boundaries with students, communicating with students and their parents/guardians only through the platform's intended channels, and reporting any safeguarding concern to ShamBits promptly.

9.2 You must not attempt to contact a student or their family outside the platform, or arrange to teach a ShamBits student privately or through another service.

10. Approved courses and learner categories

10.1 Once approved, you are entitled to teach only the courses, and only students within the age categories and gender combinations, that ShamBits has specifically approved for you, based on your declared and assessed eligibility. This may include, for example, an approval to teach female students in one age category and male students in another, rather than a single blanket age range.

10.2 ShamBits may update your approved courses or learner-category entitlements from time to time, including in response to a change in your circumstances, performance, or a change to course offerings.

11. Availability

11.1 You must keep your declared weekly availability on the platform accurate and up to date, since student assignment and scheduling depend on it.

12. Planned absence of more than 3 days

12.1 If you plan to be unavailable to teach for more than 3 consecutive days (for example, holiday or planned leave), you should normally tell us at least 30 days in advance, so we can make appropriate arrangements for your affected students.

13. Emergency absence

13.1 If you are unexpectedly unable to teach because of illness or another genuine emergency, you should tell us as soon as reasonably practicable. An emergency absence, properly and promptly notified, will not by itself be treated as a breach of this Agreement.

13.2 Repeated or unjustified sudden extended absences may still lead to the actions described in clause 34.

14. Lesson delivery standards

14.1 You must deliver each lesson for its full scheduled duration, to a professional standard, using the platform's video and recording tools, and must complete the associated lesson report (clause 20) after each lesson.

15. Curriculum and platform requirements

15.1 You must use the curriculum materials and teaching resources ShamBits provides, in the manner intended, and must deliver lessons through the ShamBits platform rather than any other tool or service.

16. Camera, microphone, and recorded-lesson requirements

16.1 You must have a working camera, microphone, and stable internet connection sufficient to deliver a lesson to the platform's expected standard, and must keep your camera on for the duration of a lesson except where the platform's own functionality provides otherwise.

16.2 As described further in clause 18, lessons are configured to be recorded as a standard part of the service; you must not attempt to disable, obstruct, or work around this. If recording fails to start, stops unexpectedly, or cannot be restarted during a lesson, this is a technical matter for ShamBits to address — you must continue the lesson as normal and must not stop or cancel it merely because recording has failed. You do not have access to any lesson recording — recording playback is admin-only.

16.3 Your face must remain clearly visible on camera throughout the lesson, consistent with the camera requirement in clause 16.1. Brief, unavoidable technical interruptions (for example, a momentary connection drop) do not by themselves constitute a breach of this clause, but the normal expectation is continuous, uninterrupted camera use showing your face for the full lesson.

17. Rescheduling reliability

17.1 You may request to reschedule a lesson to another time more than 24 hours before its scheduled start. You are expected to keep this to a reasonable minimum and to maintain reliable availability so as to minimise disruption to your students.

18. Monitoring of rescheduling — no fixed monthly limit

18.1 ShamBits monitors how frequently you reschedule lessons more than 24 hours before their scheduled start, as one measure of service reliability. This is monitoring, not a fixed contractual limit — you are not restricted from rescheduling a lesson (with the required notice) purely because of how many times you have already done so in a given month.

18.2 That said, you must maintain reliable availability and minimise disruption to scheduled lessons. ShamBits may monitor rescheduling frequency and may warn, restrict new assignments to, pause, suspend, or terminate this Agreement with you where rescheduling by you is excessive or materially affects learners, in accordance with clause 34.

19. Late rescheduling and no-show

19.1 Rescheduling a lesson within 24 hours of its scheduled start is treated as an exceptional, late change and must be accompanied by a reason, which we record and may review.

19.2 If you do not attend a scheduled lesson without having rescheduled it in accordance with this Agreement, you will not be paid for that lesson (clause 26), and it will be reviewed by us; repeated or unexplained no-shows may lead to the actions described in clause 34.

20. Lesson reports

20.1 You must complete a lesson report for each lesson you deliver, promptly and honestly, including a summary of what was taught, an assessment of the student's participation and performance, and any homework set. Once submitted, a report is normally locked; if a genuine correction is needed, contact us.

21. Student communication boundaries

21.1 All communication with a student or their Account Owner in connection with lessons must take place through the platform's intended channels (for example, in-lesson chat, lesson reports, or ShamBits' own contact channels) — not through your own personal email, phone, or social media.

22. Data protection and security

22.1 You must take reasonable steps to keep any device you use to access the platform secure (for example, using a password-protected, updated device), and must not allow anyone else to use your account or access student data through it.

23. No unauthorised copying or local retention of student data

23.1 You must not download, save, screen-record, photograph, or otherwise retain copies of student personal information, lesson recordings, or lesson chat outside the platform.

24. International data-transfer obligations

24.1 If you are based outside the United Kingdom, your access to student personal data as a Teacher may itself involve an international transfer of that data. Where this applies to you, we will put in place the safeguard we consider appropriate for your country (which may take the form of a data-transfer schedule referencing the UK International Data Transfer Agreement, appended to or read alongside this Agreement) before you are given operational access to student data, and you agree to comply with the obligations that safeguard places on you, including in relation to security, confidentiality, and what happens to student data if this Agreement ends.

25. Pay rate and pay-rate agreement

25.1 Your pay rate per completed, payable lesson is set by ShamBits and confirmed to you as part of your application and approval, in a specific pay-rate agreement you accept before you can be approved to teach.

25.2 If ShamBits proposes a new pay rate, we will notify you of the proposed rate and ask you to accept it. The new rate applies only to lessons newly assigned to you, or otherwise delivered by you, after you accept it. If you do not accept the proposed rate, your existing rate continues to apply to work already assigned, but ShamBits is not required to assign you further work under the previous rate, and either party may instead end this Agreement in accordance with clause 36. Sums you have already earned are always governed by the rate that applied at the time the relevant lesson was delivered, regardless of any later rate change.

26. Earnings

26.1 You earn an amount per lesson calculated at your agreed pay rate, for each lesson that is completed and for which you have submitted the required lesson report, subject to clause 26.2.

26.2 You are not paid for a lesson you did not attend (a Teacher no-show, clause 19.2) or that was cancelled by ShamBits or the student in circumstances that do not entitle you to payment. Where a student does not attend a lesson you were present and available for, you are ordinarily still entitled to payment for that lesson, subject to our review.

27. Payout cycle

27.1 ShamBits calculates and batches your earnings on a periodic payout cycle. Approved payout batches are paid to you by bank transfer (which may be processed through Wise or another payment channel we choose) to the payout details you provide and keep up to date.

27.2 Payout execution may, in some cases, be carried out manually by ShamBits staff using the bank details you have provided; this does not affect your entitlement to payment, only the mechanics of how it is sent.

28. Disputed earnings

28.1 If ShamBits reasonably disputes whether a particular lesson is payable — for example, because of a data or service issue, a safeguarding concern, or a query about whether the lesson was properly delivered — we may withhold payment of that specific, disputed amount while we investigate, rather than the whole of your earnings.

28.2 Amounts that are not genuinely disputed, and that you have legitimately earned, remain payable to you in the normal payout cycle. ShamBits will not withhold or forfeit your earnings as a blanket penalty; any withholding is limited to the specific amount genuinely in dispute, and any lawful contractual set-off or recovery (for example, correcting a genuine overpayment) will be limited to what is properly owed and applied transparently.

29. Taxes and expenses

29.1 As an independent contractor, you are responsible for your own tax, national insurance, or equivalent obligations in your country of residence, and for any expenses you incur in delivering lessons (for example, your own equipment and internet connection). ShamBits does not withhold tax from your payments.

30. Intellectual property and materials

30.1 Curriculum materials, teaching resources, branding, and platform content remain the property of ShamBits or its licensors. You may use them only to deliver lessons under this Agreement, and must not copy, adapt, distribute, or use them for any other purpose, including after this Agreement ends.

31. Confidentiality

31.1 You must keep confidential any non-public information you learn about ShamBits' business, students, other teachers, or systems in the course of providing services under this Agreement, both during and after this Agreement.

32. Conduct

32.1 You must behave professionally and appropriately in all dealings connected with ShamBits, including with students, parents, other teachers, and ShamBits staff, and must comply with all applicable laws in the course of providing services under this Agreement.

33. Complaints and investigations

33.1 ShamBits may investigate any complaint or concern raised about you, and you agree to cooperate reasonably and honestly with any such investigation, including by providing information we reasonably request.

34. Pause, restriction, and suspension

34.1 ShamBits may, where reasonably justified, stop new students being assigned to you, pause your existing assignments, or suspend your access to the platform, including for reasons connected with rescheduling reliability (clause 18), absence (clauses 12–13), a complaint or investigation (clause 33), or a country-compliance change (clause 7.2).

35. Immediate action for serious issues

35.1 Where ShamBits reasonably believes it is appropriate because of a matter such as: a safeguarding concern; serious misconduct; fraud or dishonesty; a serious breach of confidentiality, data protection, or security; illegal conduct; a serious or repeated material breach of this Agreement; or behaviour creating a material risk to learners, families, other teachers, or ShamBits — we may immediately pause your assignments, suspend your access to the platform, restrict what you can do on it, investigate the matter, or terminate this Agreement, as appropriate to the situation.

36. Termination

36.1 Ordinary termination (no serious cause). Either you or ShamBits may end this Agreement, without needing to give a reason, by giving the other 7 calendar days' written notice.

36.2 During a notice period given by ShamBits under clause 36.1, ShamBits may, where operationally appropriate, immediately stop assigning new students to you, stop you accepting new students, and pause allocation of any additional work to you, even though this Agreement has not yet formally ended. Lessons already scheduled to take place during that notice period may be handled by ShamBits as needed to protect learner continuity and safeguarding — for example, by reassigning them to another teacher — rather than necessarily continuing with you through to the end of the notice period.

36.3 Serious-cause termination. ShamBits may terminate this Agreement with immediate effect, without notice, where clause 35 applies.

37. Post-termination obligations

37.1 When this Agreement ends, you must stop using the platform, curriculum materials, and any ShamBits branding, and must comply with clause 39 (return/deletion of student information).

38. Payment of outstanding undisputed earnings

38.1 Ending this Agreement, for any reason, does not affect your entitlement to be paid any undisputed amount you have already legitimately earned. Such amounts remain payable in the ordinary payout cycle described in clause 27, subject only to clause 28 (genuinely disputed amounts).

39. Return or deletion of student information

39.1 When this Agreement ends, you must permanently delete any student personal information, lesson materials, or platform content you have retained outside the platform (which you should not have retained in the first place — clause 23), and confirm to us in writing that you have done so if we ask.

40. Changes to this Agreement

40.1 ShamBits may update this Agreement from time to time. When we publish a material update to this Agreement, we will notify you and ask you to accept the updated version. You will have 14 calendar days from the effective date of the updated Agreement to accept it. If you do not accept it within that period, we may stop assigning new Students to you until you accept the current version. Existing teaching commitments are not affected solely because the updated Agreement is awaiting acceptance.

41. Notices

41.1 Notices under this Agreement should be sent to hello@shambits.com (from us to you) or to the email address you have registered with us (from you to us), unless we tell you otherwise.

42. Governing law and jurisdiction

42.1 This Agreement is governed by the laws of England and Wales, and the courts of England and Wales will have exclusive jurisdiction over any dispute arising from it, without prejudice to any mandatory protection you may be entitled to under the law of your own country of residence.