This Agreement is entered into on 12-14-2025 (date) between:
1. LearnDotCom Coroporation, operating as Fastgrades (“the Company”), having its principal place of business at 3 Chalfont Rd Etobicoke, Ontario M9W 3R9.
and
2. , (“the Contractor”), having a business address at .
Purpose: The Tutor agrees to act as an independent Contractor to deliver tutoring and educational support through the Company’s online platform.The Tutor’s compensation shall consist solely of commissions earned from completed tutoring sessions.
Independent Contractor Status:
The Tutor acknowledges that they are engaged as a self-employed independent contractor, not an employee, partner, or agent of the Company.
Both Parties confirm that their mutual intention is to maintain an independent contractor relationship consistent with applicable CRA and ESA guidelines, and nothing in this Agreement shall be construed to create an employment relationship.
The contractor acknowledges that they are not entitled to ESA benefits (minimum wage, vacation pay, EI/CPP contributions, etc.).
The Contractor is solely responsible for income taxes, HST (if required), insurance, and any other statutory obligations.
The Contractor is solely responsible for their business expenses and shall supply their own tools, equipment, and means of conducting business (e.g., phone, computer, internet access).
The Contractor may work with other clients or competitors, provided this does not conflict with their obligations or affect the timely, professional delivery of services to the Company.
Duties & Responsibilities:
The Tutor agrees to:
Deliver tutoring sessions professionally and in accordance with Company policies.
Prepare instructional materials that support student learning.
Tutors must submit their session summary and progress notes to the platform promptly after each session to ensure tracking of student progress.
Maintain accurate records of completed sessions.
Communicate professionally with students and families.
Follow child-safety, confidentiality, academic integrity, and platform-use guidelines.
Notify the Company of issues that impact reliability or quality of service.
Compensation:
The Tutor will be compensated on a commission basis equal to 70% of the net revenue from each completed session, or 63% when a Sales Representative referral is involved, with 7% allocated to the Sales Representative. “Net revenue” means the total amount received by the Company for completed tutoring sessions, excluding refunds, chargebacks, discounts, or taxes.
The Tutor's commission percentage (70%) is subject to change, at the discretion of the Company, upon 30 days written notice to the Tutor.
The contractor will remit monthly invoices to the Company for their services, and their invoice must include HST and HST# if applicable.
The Company retains 30% of net revenue for administrative, marketing, platform, and operational costs.
Commissions will be calculated monthly, and the Company will pay the contractor within 15 business days of the invoice being issued.
No commission will be paid for cancelled, refunded, or incomplete sessions.
Hours & Flexibility:
The Contractor sets their own schedule and determines the time and manner of performing their duties.
The tutor sets their own pricing for their sessions, which are posted publicly on the platform. The tutor can update their pricing with 30 days ' notice to the company (as we will need time to adjust the pricing on the platform)
The Company does not guarantee minimum hours, earnings, or workload.
Tutor selection for each session is made by the student and may be influenced by the tutor’s performance, availability, and subject expertise.
The Contractor acknowledges that income may vary from month to month depending on session completion.
Termination:
This Agreement continues until terminated by either Party.
Either Party may terminate this Agreement with 14 days’ written notice.
The Company may terminate immediately for breach of this Agreement, misuse of confidential information, or misconduct.
Upon termination, commissions are payable only for completed sessions verified before the termination date.
ConfidentialityThe Contractor agrees to keep confidential all non-public information relating to the Company, its students, tutors, and operations, and not to use or disclose such information for any purpose outside the performance of this Agreement.
Non-Solicitation
The Contractor acknowledges that by reason of the Contractor’s agreement with the Company, the Contractor will become familiar with and obtain knowledge about the customers, Contractors, and business of the Company.
Following the termination of this Agreement, for whatever reason and howsoever caused, the Contractor agrees that he shall not, without the prior written consent of the Company, hire, retain, engage, or make an offer of contract or employment in respect of same to, any employee, contractor or consultant of the Company who were in an employment, contractor or consulting relationship with the Company during the six (6) month period preceding the Solicitation, during the Term of this Agreement, and for a period of:
-Twelve (12) months thereafter in the event the contract terminates within the first two (2) years.
-Eighteen (18) months, in the event the contract terminates following the first two (2) years.
Following the termination of this Agreement, for whatever reason and howsoever caused, the Contractor agrees that he shall not, without the prior written consent of the Company, solicit, directly or indirectly, or attempt to divert away by any means, any Company, customer, supplier or potential Company, customer or supplier of the Company with whom the Contractor has been in contact at any time during the preceding twelve (12) months of his contract with the Company for a period of:
-Twelve (12) months thereafter in the event the contract terminates within the first two (2) years; or
-Eighteen (18) months, in the event the contract terminates following the first two (2) years.
The Contractor acknowledges and agrees that monetary damages would not be an adequate remedy to compensate the Company for any breach of the Contractor’s obligations hereunder in respect of Solicitation. Accordingly, the Contractor agrees that, in addition to any and all other remedies available to the Company under this Agreement or at law or in equity, the Company shall be entitled to obtain relief by way of a temporary or permanent injunction to enforce such obligations.
The parties agree that the provisions set forth herein with respect to Non-Solicitation shall survive the termination of the Contract, for whatever reason or cause.
All products, company secrets, and proprietary information learned during the course of the contract will be kept in strict confidence both during the course of the contract and after the termination of this agreement between the Contractor and Company.
Compliance and Representation
The Contractor will comply with all applicable laws, including advertising, privacy, and consumer protection standards.
The Contractor shall not represent themselves as an employee or agent of the Company.
The Contractor will maintain any required business registration or licenses under Ontario law.
. Liability and IndemnificationThe Contractor agrees to indemnify, defend and hold harmless the Company, its directors, officers, employees, and customers from and against any and all claims, demands, lawsuits, liabilities, damages, expenses and settlements of any nature whatsoever arising out of any conduct, act or omission of the Contractor in connection with the performance of this Agreement and regardless of whether the claimant, plaintiff or party making demand upon the Company is the Contractor, an employee, agent or representative of the Contractor, the Contractor’s assigns, or any other third party. This Indemnification will survive the termination of this Agreement.
Ownership of Intellectual Property
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the “Intellectual Property”) that is developed or produced under this Agreement will be the sole property of the Company. The use of the Intellectual Property by the Company will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Company. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Entire AgreementThis Agreement represents the full and complete understanding between the parties relating to this Agreement between the Contractor and the Company and supersedes all prior representations and understandings, whether oral or written. The Contractor acknowledges that the Contractor is not relying upon any representation, either oral or written, outside of the express terms of this Agreement, which constitutes the full and complete terms of the Contractor’s Agreement with the Company.
General Provisions
Any amendments must be in writing and signed by both Parties.
This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario.
Digital Acceptance Clause
Digital Acceptance:
The Contractor acknowledges and agrees that this Agreement may be accepted electronically through the use of a checkbox, “Accept” button, digital signature, or similar electronic method. By selecting “I Agree,” “Accept,” or any equivalent confirmation, the Contractor consents to be legally bound by the terms of this Agreement as of the date and time of electronic acceptance.
The Contractor acknowledges that:
They were provided with the full Agreement before accepting it, had the opportunity to review it, downloaded the signed copy, and will also be emailed a copy for their records.
Their electronic acceptance constitutes their valid and enforceable signature under the Electronic Commerce Act, 2000 (Ontario) and applicable Canadian contract law.
The Company may store electronic records of acceptance, including timestamps, user identification, IP address, and the version of the Agreement accepted.
Electronic acceptance has the same legal effect as signing a paper copy of this Agreement.
The Contractor agrees that no physical signatures are required unless otherwise explicitly requested by the Company.
