Instructor Engagement Agreement

Parties and Definitions

This Agreement is between Stimulating Smart Brains Kenya Limited, trading as Smart Brains Kenya (“SBK”, “Company”, “we”, “us”), and the individual named in the signature block below (“Tutor”, “you”).

• “Child” / “Student” means a learner under 18 who receives coding or robotics instruction through SBK.
• “Parent” means the Child's parent or legal guardian.
• “Platform” means SBK's online coding and robotics learning platform at application.smartbrainskenya.com and associated services.
• “School” means a partner school through which SBK delivers Services to enrolled Students, where applicable.
• “Services” means the coding and robotics instruction, class delivery, and related support the Tutor provides to Students on SBK's behalf.

Engagement

SBK engages the Tutor to deliver the Services described in the Tutor's own individual employment or engagement contract with SBK (the “Engagement Details”), which forms part of, and takes precedence over, this Agreement on matters it covers. The Engagement Details state the nature of the engagement (employee or independent contractor), the applicable rate of pay or salary, working hours or expected class load, notice period, and location(s) of delivery for that Tutor specifically.

Engagement type is not the same for every Tutor at SBK — some Tutors are employees and some are independent contractors. Nothing in this Agreement itself determines which applies to a given Tutor; that status is set out in the Tutor's own Engagement Details and governs which statutory protections apply to them, including under Clauses 9 (Term and Termination), 10 (Liability), and 11 (Governing Law and Dispute Resolution) below.

Safeguarding and Vetting

Because the Tutor's role involves direct contact with children, the Tutor's engagement is conditional on, and continues to be conditional on, satisfactory completion of SBK's safeguarding vetting, which includes:

• A valid Certificate of Good Conduct from the Directorate of Criminal Investigations (DCI), renewed at intervals SBK specifies;
• Registration with the Teachers Service Commission (TSC), where the Tutor's role requires it;
• Completion of SBK's child safeguarding orientation before the Tutor delivers any class unsupervised;
• Any reference or background checks SBK reasonably requires.

The Tutor must notify SBK immediately if they are charged with, investigated for, or convicted of any offence involving a child, dishonesty, or violence, or if their TSC registration (where applicable) is suspended or withdrawn. SBK may suspend or terminate the engagement immediately, without notice, where reasonably necessary to protect Student safety.

Code of Conduct

The Tutor agrees to SBK's zero-tolerance policy toward abuse, harassment, or inappropriate conduct toward Students, and to:

• Never be alone with a single Student outside a supervised, recorded, or otherwise visible setting;
• Communicate with Students and Parents only through SBK-sanctioned channels, not personal phone numbers, social media, or messaging apps;
• Report any concern about a Student's welfare, or about another Tutor's or staff member's conduct, to SBK promptly through its safeguarding reporting process;
• Comply with the School's own code of conduct and safeguarding policy when delivering Services on a School's premises.

Class Recordings

The Tutor acknowledges that SBK may record live class sessions the Tutor delivers, for quality assurance and child safeguarding purposes, as described in the Parent Terms and Privacy Policy. The Tutor consents to being recorded while delivering Services and agrees that SBK may review recordings as part of its safeguarding, quality, or performance processes.

Data Protection

In delivering the Services, the Tutor will have access to Student and Parent personal data (for example, names, progress records, and class recordings) through the Platform and SBK's systems. The Tutor agrees to:

• Access and use Student and Parent data only as necessary to deliver the Services;
• Not copy, download, or store Student or Parent data outside SBK's own systems, except where SBK's own tools require it (for example, entering a Student's first name into Tinkercad under SBK's institutional account);
• Not disclose Student or Parent data to any third party, including on personal social media or messaging accounts;
• Report any suspected data security incident to SBK without undue delay;
• Return or securely delete any Student or Parent data in the Tutor's possession on request or on termination of this Agreement.

Confidentiality

The Tutor will keep confidential all non-public information about SBK's business, Students, Parents, Schools, curriculum, and systems that the Tutor learns through the engagement, and will not use or disclose it except as necessary to deliver the Services. This obligation continues after the engagement ends.

Intellectual Property

Any curriculum materials, lesson plans, assessments, recordings, or other content the Tutor creates in the course of delivering the Services, or using SBK's curriculum, templates, or systems, belongs to SBK. The Tutor assigns to SBK all intellectual property rights in such content, to the extent permitted by Kenyan law, and will sign any document SBK reasonably requests to confirm this.

This clause does not extend to the Tutor's own pre-existing materials brought into the engagement, which remain the Tutor's property, or to any original code, projects, or apps a Student creates, which remain the property of the Student (and their Parent) as set out in the Parent Terms.

Term and Termination

This Agreement begins on the Effective Date and continues until terminated in accordance with the Engagement Details or this Agreement. Either party may terminate on written notice as specified in the Engagement Details, or SBK may terminate immediately for a material breach of Clauses 3 (Safeguarding and Vetting), 4 (Code of Conduct), or 6 (Data Protection), or where reasonably necessary to protect Student safety.

Clauses relating to intellectual property, confidentiality, data protection, and dispute resolution survive termination.

Liability

To the maximum extent permitted by Kenyan law, SBK's total aggregate liability to the Tutor under this Agreement will not exceed the total fees or salary paid to the Tutor in the three months preceding the event giving rise to the claim. Nothing in this Agreement limits or excludes any liability that cannot be excluded under Kenyan law, including under the Employment Act 2007 where the Tutor is engaged as an employee, or for fraud, or for death or personal injury caused by a party's negligence.

Governing Law and Dispute Resolution

This Agreement is governed by the laws of Kenya.

Disputes will first be addressed through good-faith discussion between the parties. If unresolved within 30 days, either party may refer the matter to arbitration under the Arbitration Act (Cap. 49, Laws of Kenya), seated in Nairobi, in English, except where the Tutor is engaged as an employee and the dispute is one that Kenyan law requires to be heard by the Employment and Labour Relations Court, in which case that court will have jurisdiction instead.