Tutor Contractor Agreement

1.1 Independent Contractor Status

The Contractor is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, agency, or franchise between the Contractor and the Company. The Contractor shall not represent themselves to any third party as an employee of Adenat Solutions Limited.

1.2 Scope of Services

The Contractor agrees to provide the following services through the Passco360 platform ("Services"):

• Conducting live tutoring sessions in agreed subject areas
• Uploading original educational content (notes, revision materials, worked examples)
• Reviewing and responding to student queries via the platform's messaging system
• Participating in scheduled mock exam sessions where applicable
• Adhering to the academic calendar communicated by the Company

1.3 No Exclusivity

This Agreement is non-exclusive. The Contractor is free to provide services to other clients or employers, provided that such engagements do not create a conflict of interest with the Company's business, do not involve the use of Passco360 proprietary content, and do not violate any confidentiality obligations under this Agreement.

1.4 Tools & Resources

The Contractor shall provide their own equipment (computer, smartphone, internet connection) necessary to deliver the Services. The Company provides access to the Passco360 platform, including the Tutor Dashboard, live session hosting tools, content upload interfaces, and student communication systems.

2.1 Fee Structure

The Contractor shall be compensated based on the following structure:

Note: "Net session fee" refers to the amount collected from students/schools for the session, less payment gateway charges (typically 1.5%–2% for mobile money transactions).

2.2 Payment Schedule

Earnings are calculated monthly based on completed and verified sessions. Payments are disbursed within the first ten (10) working days of the following month. The minimum payout threshold is GHS 50.00. Balances below this amount roll over to the next cycle.

2.3 Payment Method

Payments shall be made to the Contractor's registered Mobile Money account (MTN MoMo, AirtelTigo, or Telecel Cash) or a Ghana-registered bank account. The Contractor is responsible for ensuring payment details are accurate. The Company is not liable for payments made to incorrect accounts provided by the Contractor.

2.4 Tax Responsibility

As an independent contractor, the Contractor is solely responsible for all applicable taxes on their earnings, including Income Tax payable to the Ghana Revenue Authority (GRA). The Company will provide monthly earning statements upon request. The Company shall not withhold tax on behalf of the Contractor unless required to do so by Ghanaian law.

2.5 Expense Reimbursement

The Company shall not reimburse the Contractor for any personal business expenses including, but not limited to, internet data costs, device purchases, electricity, or transportation, unless expressly agreed in writing in advance.

3.1 Confidential Information

The Contractor agrees to hold in strict confidence all confidential information of the Company, including platform technology, student data, financial data, business strategies, and pricing information. This obligation continues for a period of two (2) years following the termination of this Agreement.

3.2 Student Data

The Contractor must not collect, export, or use student personal data (names, contact details, performance records, school information) for any purpose outside of delivering services on the Passco360 platform. Any breach of student data privacy is grounds for immediate termination and may expose the Contractor to legal liability under Ghanaian law.

3.3 Intellectual Property — Contractor's Original Work

Original materials created by the Contractor (lesson notes, original question sets, video recordings) and uploaded to the platform remain the intellectual property of the Contractor. However, by uploading such content, the Contractor grants Adenat Solutions a non-exclusive, royalty-free licence to host, display, and distribute the content through the Passco360 platform for educational purposes.

3.4 Platform-Generated Content

Any content generated using Passco360's proprietary AI tools, question banks, or platform-hosted resources is the property of Adenat Solutions. The Contractor may not reproduce, distribute, or commercially exploit such content outside the platform.

3.5 Non-Solicitation

During the term of this Agreement and for twelve (12) months thereafter, the Contractor agrees not to directly solicit or recruit Passco360 students for competing platforms or private commercial tutoring arrangements made outside the platform. This clause does not prevent organic referrals or publicly advertised services.

4.1 Contractor's Representations

The Contractor represents and warrants that: (a) they possess the qualifications and experience stated in their application; (b) they have the legal right to enter into this Agreement; (c) the services they provide will not infringe upon any third-party intellectual property rights; and (d) they have no criminal convictions that would make them unsuitable for working with minors.

4.2 Standard of Care

The Contractor warrants that all services will be delivered with reasonable care, skill, and diligence, in accordance with the professional standards expected of a qualified educator in Ghana, and in compliance with these Terms and the Tutor Terms & Conditions.

4.3 Indemnification

The Contractor agrees to indemnify, defend, and hold harmless Adenat Solutions Limited, its directors, employees, and agents from any claims, damages, liabilities, or expenses arising from: the Contractor's breach of this Agreement; any negligent, fraudulent, or unlawful act by the Contractor; or any infringement of third-party rights by the Contractor's content or conduct.

4.4 Company's Limitation of Liability

The Company's total liability to the Contractor for any cause of action shall not exceed the total earnings paid to the Contractor in the three (3) months preceding the claim. The Company is not liable for indirect, consequential, or loss-of-earnings claims.

5.1 Term

This Agreement commences on the date of digital acceptance during the Contractor's registration and continues on a rolling annual basis, subject to renewal by mutual agreement or until terminated by either party in accordance with this Article.

5.2 Termination by the Contractor

The Contractor may terminate this Agreement at any time by providing fourteen (14) days' written notice to admin@passco360.com. Outstanding earnings accrued prior to the termination date will be paid in the next available payment cycle.

5.3 Termination by the Company

The Company may terminate this Agreement: with fourteen (14) days' notice for any reason; or immediately and without notice in cases of: material breach, fraud, academic dishonesty, misconduct involving a minor, or any act that brings the Company into disrepute. In the event of immediate termination for cause, any outstanding earnings may be withheld pending investigation.

5.4 Dispute Resolution

In the event of any dispute arising from this Agreement, both parties agree to first attempt resolution through good-faith negotiation within fourteen (14) days of the dispute being raised. If unresolved, the dispute shall be referred to a mutually agreed mediator. Failing mediation, the matter shall be submitted to the jurisdiction of the High Courts of Ghana, Accra Division.

5.5 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Ghana.

5.6 Entire Agreement

This Agreement, together with the Tutor Terms & Conditions and Platform Privacy Policy, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior understandings, representations, or agreements.

5.7 Digital Acceptance

By checking the acceptance checkbox during the tutor registration process, the Contractor acknowledges that they have read, understood, and agree to be legally bound by this Agreement. Digital acceptance is legally equivalent to a handwritten signature under applicable Ghanaian electronic commerce and transaction laws.