Coach Contractor Agreement

Scope — where this applies. This document covers WhiteKnight Academy as a whole: both the public website at whiteknight.academy and the learning platform at analytics.whiteknight.academy. Where it refers to "the Site", "the Service", or "the Platform", it means both unless a specific one is named.

Effective date (per engagement): date of electronic signature by both parties

Coach Contractor Agreement

This Agreement is entered into on the Effective Date (the date the Coach electronically signs this Agreement in the Platform onboarding flow) between:

• TheBroda sp. z o.o., a Polish limited-liability company with registered seat at ul. Wierna 12, Warszawa, Poland, KRS 0000677402, NIP 5242831345, REGON 367267919 (the "Platform"), and
• the individual coach identified in the signature block (the "Coach").

The Platform and the Coach are each a "Party" and together the "Parties".

1. Background

• The Platform operates WhiteKnight Academy, an online chess-education service for children aged 6–14 (with adolescent and adult students) at https://analytics.whiteknight.academy.
• The Coach is an individual chess coach engaged by the Platform to provide coaching services to its users.
• The Parties wish to establish the terms of that engagement, including data-protection responsibilities arising from joint processing of user data.

2. Services

2.1. Scope

The Coach agrees to provide the following services through the Platform (the "Services"):

• Live video lessons with students in accordance with the booking system.
• Authoring and evaluating homework tasks and puzzles.
• Text-based communication with students and their parents on-platform.
• Tracking student progress through the Platform's dashboards.
• Other chess-education activities that the Coach may offer from time to time and the Platform admits to its catalogue.

2.2. Standard of care

The Coach will perform the Services with reasonable professional skill and care, in accordance with the Platform's published Terms of Service, this Agreement, the Coach Code of Conduct, the Safeguarding Policy, and applicable law.

2.3. Platform discretion over admission and features

The Platform may, without breach of this Agreement, change the features available on the Platform, change the pricing visible to users, change its catalogue of coaches, or suspend the Coach's access temporarily for technical or safeguarding reasons. Termination requires the notice-and-procedure provisions of § 14.

3. Independent-contractor status

3.1. Nature of the relationship

The Parties intend this Agreement to be a business-to-business service contract (Polish: umowa o świadczenie usług, Kodeks cywilny Art 750 / Art 734), not an employment contract (umowa o pracę) and not a contract of mandate (umowa zlecenia) triggering employment-like social-insurance treatment.

Specifically:

• The Coach is free to determine the manner and style of lesson delivery, within the standards of § 2.2.
• The Coach is not obliged to accept any particular booking, except as committed in the booking confirmation itself.
• The Coach may offer services to other coaching platforms, schools, or private students (subject to § 13 non-solicitation).
• The Platform does not provide paid leave, holiday pay, social insurance, or other employment benefits.
• The Coach is responsible for their own taxes, social contributions, and — where applicable — VAT/GST/HST registration and remittance.

3.2. Legal-status representations

The Coach confirms that:

• they are registering as the contracting party in their own capacity (or through a sole-proprietor vehicle they fully control);
• they are 18 years of age or older;
• they have the capacity and any necessary qualifications or licences to provide chess coaching in their country of residence;
• they are not an employee of the Platform and do not claim to be;
• they hold any professional coaching, teaching, or child-work authorisations that local law requires for working with minors;
• the statements made in their coach application are true and complete.

4. Incorporated documents

The following documents are incorporated into this Agreement by reference, and the Coach agrees to abide by them as versions in force:

• Coach Code of Conduct
• Safeguarding Policy
• Acceptable Use Policy
• Privacy Policy
• Subprocessor List

A material change to any of those documents takes effect as to the Coach 15 days after the Platform posts the update and notifies the Coach, or on a later date specified in the notice. The Coach may decline the change by terminating this Agreement under § 14 before the effective date.

5. Platform access and credentials

5.1. Account

The Platform provides the Coach with an account enabling access to the coach dashboard, messaging, live-lesson rooms, and recording controls subject to the technical measures described in the Platform's documentation.

5.2. Credentials

The Coach agrees to:

• keep their login credentials secret and not share them with any other person;
• enable two-factor authentication on the account;
• notify the Platform immediately at security@whiteknight.academy if credentials are suspected to be compromised.

5.3. No agency

The Coach is not an agent of the Platform and may not hold out as representing the Platform except for lesson delivery within the Platform.

6. Compensation

6.1. Free-beta period

The Services provided during the Platform's closed-beta period (see the Beta Test Addendum) are provided without compensation, in exchange for early access to the Platform and the opportunity to help shape it. The Coach acknowledges there is no monetary payment during the beta and waives any claim to one.

6.2. Post-beta compensation model to be confirmed at Phase 2 launch

From the date the Platform ends the beta and activates paid plans, the Parties will agree to one of the following compensation mechanisms before the Coach continues to deliver services:

• Revenue-share: a percentage of the Platform's paid revenue attributable to lessons delivered by the Coach, payable monthly in arrears; or
• Per-lesson fee: a fixed amount per completed lesson; or
• Another model agreed in writing.

The compensation mechanism and rates will be set out in a Schedule A signed by both Parties.

6.3. Invoicing and tax to be confirmed at Phase 2 launch

• The Coach will invoice the Platform monthly within 10 days of month-end.
• The Platform will pay approved invoices within 30 days of receipt to the account the Coach specifies.
• Invoices in EUR, PLN, USD, or GBP at the Platform's option; currency conversion at mid-market rate on the invoice date.
• The Coach is responsible for income tax, social contributions, and — if applicable — VAT/GST/HST in their country of tax residence. The Platform will provide reasonable documentation (W-8BEN, contracting attestation) on request.
• Polish Coaches: if the Coach is VAT-registered in Poland, invoices include the Polish VAT at 23% unless a zero-rate or reverse-charge mechanism applies. If the Coach is not VAT-registered, the invoice is issued without VAT (rachunek).

6.4. Expenses

The Coach bears their own operational costs (computer, internet, camera, heating, chess materials, tournament travel to their own events) unless specifically agreed in writing.

7. Intellectual property

7.1. Coach's materials

The Coach retains ownership of pre-existing coaching materials (pre-existing lesson plans, puzzles, articles, courses the Coach authored before or outside engagement with the Platform). By using such materials in the Platform, the Coach grants the Platform a non-exclusive, worldwide, royalty-free licence to reproduce and transmit them as part of delivering the Services to linked students during the lifetime of this Agreement.

7.2. Platform-authored materials

The Platform retains ownership of the Platform itself, its software, design, the puzzles the Platform authored, AI-generated outputs, aggregate statistics, and all other content the Platform provides. The Coach is granted a limited, personal, non-exclusive licence to use these materials for the purpose of delivering the Services.

7.3. User-originating content

Chess games, puzzle attempts, messages, and other user content belong to the user or their parent, as provided in the Terms of Service. Neither Party acquires rights in those beyond what is necessary for the Services.

7.4. AI training prohibition

Neither Party may use any content originating on the Platform — including user games, chats, recordings, or aggregated data — to train AI models outside the Platform's own processing. (See also the Coach Code of Conduct § 6.)

8. Confidentiality

8.1. Platform information

The Coach will keep confidential any non-public information about the Platform that comes to the Coach's knowledge, including unreleased features, commercial terms of other coaches, internal metrics, roadmap, and anything marked "confidential" in-product.

8.2. Student and parent information

The Coach will keep confidential all personal data of students, parents, and other users (together "User Data"). This duty survives termination of this Agreement indefinitely.

8.3. Permitted disclosures

Confidentiality does not prevent the Coach from:

• reporting a safeguarding concern or data-protection incident under the applicable policy;
• making a lawful disclosure under court order or regulatory obligation (with prior notice to the Platform where lawful);
• discussing this Agreement with their own legal or tax adviser bound by professional confidentiality.

9. Data protection — joint-controller arrangement (GDPR Art 26)

9.1. Classification

The Parties agree that, for User Data processed through the Platform in the course of coaching activities under this Agreement, they are joint controllers within the meaning of GDPR Art 26. For any User Data the Coach processes outside the Platform in breach of the Coach Code of Conduct § 6, the Coach acts as an independent controller and bears sole responsibility for that processing.

9.2. Allocation of responsibilities (Art 26(1))

9.3. Essence to data subjects (Art 26(2))

The Platform will publish the essence of this arrangement in the Privacy Policy (§ 9) and the Children's Privacy Notice, in substance along the lines of: "Your coach is a joint controller with TheBroda sp. z o.o. for parts of the data processed during coaching. TheBroda is the single point of contact for any data-subject request." The Coach accepts this form of publication.

9.4. Direct liability (Art 82(4))

Each Party acknowledges that a data subject may bring a claim against either of them for the full damage caused by joint processing, and that a Party who has paid compensation may recover from the other in proportion to their respective responsibility for the damage (Art 82(5)).

9.5. Data-subject requests

Where a data subject approaches the Coach directly with a request under Arts 15–22, the Coach will:

• not attempt to fulfil the request independently;
• acknowledge receipt within 2 business days;
• forward the request to privacy@whiteknight.academy without delay;
• cooperate with the Platform in gathering any additional information needed.

9.6. Cross-border transfers

The Coach acknowledges that User Data is stored with sub-processors located outside the EU (primarily United States — see the Subprocessor List and the TIA). The Coach does not transfer User Data across borders on their own initiative; any cross-border flow happens via the Platform's sub-processor chain only.

10. Safeguarding

The Coach's obligations are set out in detail in the Safeguarding Policy and the Coach Code of Conduct. The Coach agrees to follow them, including the duty to report concerns, the 1:1 lesson protocol, and the prohibitions on off-platform contact and CSAM-adjacent conduct.

The Platform will, in parallel:

• operate the reporting and triage processes;
• maintain the Incident Response Plan;
• supervise platform-level safety measures;
• cooperate with law enforcement where warranted.

11. Background checks and attestations

11.1. At onboarding

The Coach completes the attestations in the Coach Code of Conduct § 12 and the coach application form.

11.2. Phase 2 enhancements

At the Platform's option, from Phase 2 onward, onboarding may include:

• government-ID verification (via a third-party verification vendor);
• local police / DBS / enhanced background check (where available in the Coach's country);
• professional references (at least two).

The Platform will communicate any such requirement reasonably in advance. Continuation in the coach roster may be conditioned on completion.

11.3. Ongoing duty

If any change to the attestations in § 11.1 occurs (charge, conviction, disciplinary action, professional-body investigation materially affecting ability to work with minors), the Coach informs the Platform within 7 days.

12. Promotion and public representation

12.1. Use of Platform branding by Coach

The Coach may describe themselves as "a coach on WhiteKnight Academy" in their CV, website, or professional profiles, but must not use the Platform's logo in a way suggesting employment or endorsement of external services, and must not imply ownership of the Platform.

12.2. Use of Coach profile by the Platform

The Coach grants the Platform a licence to display their Coach profile (bio, avatar, languages, specialties, ratings) on the Platform and in related marketing materials, during and for up to 90 days after this Agreement ends. The Coach may update their profile at any time.

13. Non-solicitation of Platform users

13.1. Prohibition

During this Agreement and for 12 months after its termination, the Coach will not:

• solicit any student or parent who became known to the Coach through the Platform to move their coaching relationship off-platform;
• offer an off-platform alternative for ongoing coaching to any such student or parent;
• advise a student or parent that they would be "better off" outside the Platform.

13.2. Permitted

This clause does not prevent:

• accepting a student who approached the Coach entirely independently of the Platform, without any solicitation;
• continuing relationships that pre-dated the Coach's engagement with the Platform, provided the Coach can evidence the pre-dating;
• the Coach's general marketing to the public (blog posts, open tournaments) that is not targeted at Platform users.

13.3. Reasonable scope

The Coach accepts this restriction as reasonable protection of the Platform's legitimate interests. Nothing in this clause restricts the Coach's general ability to coach elsewhere.

14. Term and termination

14.1. Term

This Agreement begins on the Effective Date and continues until terminated under this § 14.

14.2. Termination by either Party for convenience

Either Party may terminate with 30 days' written notice (by email to the other's contact address). No reason is required. Obligations that accrued before termination remain payable.

14.3. Termination by the Platform for cause — immediate

The Platform may terminate this Agreement immediately for:

• any breach of the Coach Code of Conduct § 7 (zero-tolerance matters);
• material breach of the Safeguarding Policy;
• data-protection breach involving material exposure of User Data attributable to the Coach;
• false statement in the Coach's application or in § 11 attestations;
• insolvency of the Coach's business vehicle;
• any legal event (charge, conviction, order) that prevents the Coach from working with minors under applicable law.

14.4. Termination by the Coach for Platform breach

The Coach may terminate with 7 days' written notice if the Platform is in material breach and fails to cure within 7 days of notice.

14.5. Consequences of termination

On termination:

• the Coach's access to the Platform ends within 24 hours;
• scheduled future lessons are cancelled or reassigned to another coach; students and parents are notified by the Platform;
• the Coach's profile is deactivated; the Platform may retain an archived copy for evidentiary purposes for 7 years (Safeguarding Policy § 13);
• amounts owed for work up to the termination date remain payable (relevant only in Phase 2);
• confidentiality (§ 8), data-protection obligations (§ 9), safeguarding cooperation (§ 10), non-solicitation (§ 13), IP survival (§ 7) continue to apply;
• coach-authored notes and messages remain in the Platform per the retention schedule.

15. Warranties

15.1. Mutual

Each Party warrants that it has authority to enter into this Agreement and that doing so will not breach another binding obligation.

15.2. Coach-specific

In addition to the representations in § 3.2 and § 11, the Coach warrants that the Services will be provided with reasonable professional skill and care and in conformity with this Agreement and the incorporated documents.

15.3. Platform-specific

The Platform warrants that it holds the necessary permissions and rights in its own software and content to grant the licences in § 7.2.

15.4. No other warranty

Except as set out in this § 15, the Platform is provided "as is" and neither Party makes any further warranty. This disclaimer does not exclude warranties that cannot be excluded under Polish consumer law or any similar mandatory law applicable to the Coach.

16. Liability

16.1. Cap

To the fullest extent permitted by law, each Party's total aggregate liability to the other under this Agreement in any 12-month period shall not exceed the greater of:

• the amounts paid or payable between the Parties in that 12 months (in free beta, that is zero);
• EUR 2 000.

16.2. Exceptions

The cap does not apply to:

• liability for death or personal injury caused by a Party's negligence;
• liability for fraud or fraudulent misrepresentation;
• the Coach's breach of the Coach Code of Conduct § 7 (zero-tolerance);
• either Party's indemnity under § 17;
• either Party's breach of confidentiality (§ 8) or data-protection obligations (§ 9);
• liability that cannot be limited under applicable law.

16.3. Excluded losses

Neither Party is liable for indirect or consequential losses, loss of profits unrelated to the Services, or loss of reputation not arising from a Party's wrongful conduct.

17. Indemnification

17.1. Coach indemnity

The Coach will indemnify and hold the Platform harmless from third-party claims arising from:

• the Coach's breach of § 7 (IP) — in particular the Coach bringing third-party materials into the Platform without rights;
• the Coach's breach of § 9 data-protection duties or § 10 safeguarding duties;
• conduct by the Coach that is a zero-tolerance breach of the Coach Code of Conduct § 7;
• the Coach's own tax obligations (§ 3.1, § 6.3).

17.2. Platform indemnity

The Platform will indemnify and hold the Coach harmless from third-party claims arising from:

• Platform-authored content that infringes third-party IP;
• the Platform's breach of § 9 data-protection duties that is not attributable to the Coach.

17.3. Process

The indemnified Party will give prompt notice of any claim, allow the indemnifying Party to conduct the defence (subject to acting reasonably), and cooperate.

18. Governing law and dispute resolution

18.1. Governing law

• For Coaches resident in Poland or the EU: this Agreement is governed by Polish law.
• For Coaches resident outside the EU: this Agreement is governed by Polish law, provided that mandatory rules of the Coach's country of residence protecting the weaker party apply.

18.2. Jurisdiction

• Claims by the Platform against the Coach go to the courts of Poland competent for the Coach's residence, or the courts of Warszawa at the Platform's option where permitted.
• Claims by the Coach against the Platform go to the courts of Poland at the Platform's seat (Warszawa), or to courts at the Coach's residence where permitted by law (including Brussels I recast Art 17-19 where applicable).

18.3. Pre-litigation

Before litigating, the Parties will attempt good-faith resolution via email or video within 30 days.

19. Miscellaneous

19.1. Notices

Notices under this Agreement are valid if sent by email to the addresses on file (Platform: contact@whiteknight.academy and legal@whiteknight.academy; Coach: the email on the Coach account). Operational messages via the Platform's in-app messaging also count as notice for day-to-day matters.

19.2. Entire agreement

This Agreement, the Incorporated Documents (§ 4), and any Schedule A (compensation) form the entire agreement between the Parties on its subject matter and supersede any prior informal arrangements. No oral statements modify it.

19.3. Severability

If any provision is held unenforceable, it is modified only to the minimum extent needed, or severed, and the rest of the Agreement continues.

19.4. No waiver

Failure to enforce a provision is not a waiver of it.

19.5. Assignment

The Coach may not assign this Agreement. The Platform may assign to a successor entity (e.g., on reorganisation or sale), with notice to the Coach.

19.6. Independent legal advice

Each Party acknowledges that they have had the opportunity to take independent legal advice before signing.

19.7. Counterparts / electronic signature

This Agreement may be signed electronically in counterparts. Electronic signature has the same effect as wet signature.

19.8. Amendments

Material amendments require written agreement signed (electronically) by both Parties. Version updates of the Incorporated Documents (§ 4) follow the mechanism in § 4.

19.9. Language

English is the master version. Where a Polish or Quebec-French version is provided and the Coach is based in PL or QC respectively, that version prevails to the extent required by local mandatory law.

Signature block

By signing electronically via the onboarding flow, the Coach confirms that they have read, understood, and agreed to this Agreement (including the Incorporated Documents in § 4), and warrants that the information provided is true.

• Coach full legal name: ________________________

• Coach country of tax residence: ________________________

• Coach email: ________________________

• Coach government-ID (verified Phase 2): ________________________

• Effective Date: ________________________

• Agreement version: coach-contractor.v1

• Platform signatory: Glib Miasoiedov, CEO, TheBroda sp. z o.o.

• Platform signature date: ________________________

Schedule A — Compensation (Phase 2 placeholder)

(To be negotiated and signed when paid plans activate; remains blank during free beta.)

• Compensation model: ________________________
• Rate: ________________________
• Payment currency: ________________________
• Invoice address: ________________________
• Effective date: ________________________