Parties:
This agreement (“Agreement”) is between Orb Experts (the “Company”) and the Trainer (also called “Consultant”) who provides services via the Company. The Trainer is engaged as an independent contractor, not an employee, and is responsible for all personal taxes, insurance and statutory contributions arising from the services. No change to this Agreement is valid unless agreed in writing by Orb Experts. If the Trainer provides services through a franchisee or agent of Orb Experts, these terms bind that franchisee/agent as well.
Independent Contractor:
Nothing in this Agreement makes the Trainer an employee, partner or agent of Orb Experts. The Trainer shall have sole control over how the training services are performed, subject to the agreed requirements. The Trainer certifies they have the right to work where the training takes place and will comply with all laws (e.g. tax, social security, labor, export controls, immigration) applicable to their work. The Trainer is solely responsible for its own tools, equipment and any insurance (professional indemnity or liability) needed to provide training. Orb Experts is not responsible for the Trainer’s insurance or travel costs unless expressly agreed.
Services Provided:
The Trainer will deliver professional IT training courses (onsite or remote) as specified in each project order. The scope, schedule, and content of each training course shall be agreed in writing or email. The Trainer shall maintain the quality of delivery and adhere to any client or Company policies provided. Orb Experts may provide an initial orientation or quality review for new Trainers to ensure standards are met. All work product and course results belong to Orb Experts’ client (the “Client”) upon completion.
Payment & Remuneration:
The Trainer’s fee is typically a negotiated daily rate per course. Fees exclude VAT and other taxes, which the Trainer must handle. Unless agreed otherwise, Orb Experts will pay the Trainer within 30 days after the end date of the course. The Trainer should submit an invoice including all agreed fees and any reasonable expenses (in accordance with Orb Experts’ policies) within 7 days after course completion. Unless expressly agreed in writing, any training materials (including slides, exercises, handouts, code, or other content) created by the Trainer specifically for a course remain the sole intellectual property of the Trainer. The default assumption is that the Trainer's fee does not include the transfer or licensing of such materials to Orb Experts or the Client. If Orb Experts or the Client wishes to use, reproduce, or modify these materials beyond the scope of the training session, a separate agreement and fee must be negotiated. Any deviation from this arrangement must be explicitly documented in writing prior to course delivery. If Orb Experts provides its own course materials, the Trainer may adapt or annotate them for the class but may not use them outside this assignment. All modifications or notes created during the training must be returned to Orb Experts. Trainers who create new course materials explicitly as part of their fee grant Orb Experts a worldwide, royalty-free license to use and publish the outlines and materials for marketing and delivering those courses. The Trainer retains the underlying copyright and moral rights in their materials, but Orb Experts may use them for business purposes.
Copyright & IP:
Orb Experts owns (or licenses) all proprietary materials, software and content it supplies for training, and the Trainer must not use these materials for other purposes or claim ownership. If the Trainer develops new content or modifies provided materials with Orb Experts’ approval, Orb Experts obtains a license to use those changes. Any third-party content or vendor materials used must be properly licensed. The Trainer warrants that all materials they supply do not infringe any copyright or third-party rights, and the Trainer indemnifies Orb Experts against any IP claims related to the Trainer’s materials.
New Course Outlines:
Trainers may propose new course outlines or topics to Orb Experts (e.g. via the HR portal or email). If Orb Experts publishes a Trainer’s outline on its website or catalogue, the Trainer will be credited as the author. Orb Experts may remove or unpublish any outline at its discretion. By submitting an outline, the Trainer grants Orb Experts permission to use and distribute it free of charge, while the Trainer retains ownership. The Trainer may withdraw an outline by requesting its removal. If the Trainer cannot teach a course they authored, Orb Experts may assign another qualified Trainer to deliver it.
Cancellation, Rescheduling and Quality Assurance:
If the Trainer, Orb Experts, or the Client cannot proceed with a scheduled course, all parties will use reasonable efforts to promptly reschedule to the earliest mutually convenient dates. No cancellation fees or penalties apply to any party in these circumstances. Orb Experts may, where required by scheduling or client constraints, assign a different qualified trainer or, if rescheduling is not feasible, cancel the course and propose alternatives. If the Client aborts the training on or after the first day due to concerns directly attributable to the Trainer’s lack of preparation or quality of delivery, no part of that day is billable by the Trainer, and no fee will be due for undelivered or rejected content. Orb Experts will assess the situation in good faith and may offer the Client a replacement trainer or revised session plan; any such reassignment or rescheduling will be without penalties to any party. Following each course, Orb Experts collects a Trainer Evaluation Form from participants. Consistently poor feedback, such as an average score below 4.0 out of 5, or other substantiated quality concerns will trigger a review. Orb Experts will share the material feedback with the Trainer and provide a reasonable opportunity to respond. Where Orb Experts determines that unsatisfactory performance is attributable to the Trainer’s preparation or delivery, Orb Experts may take proportionate remedial measures, including reduction of the fee for that course, mandated corrective actions, shadowing or additional preparation, reassignment of the engagement to another trainer, and rescheduling with the Client. These remedies may be used alone or in combination, and without limiting Orb Experts’ right to protect client relationships and service quality. High professional standards and client satisfaction are expected at all times.
Confidentiality:
The Trainer shall keep all confidential information of Orb Experts and its clients in strict confidence. This includes business methods, plans, trade secrets, customer data, and any non-public information obtained during the engagement. Trainer will not use or disclose this information except as required to perform the training. Upon termination, the Trainer must return all confidential materials and documents. This obligation survives the end of the Agreement.
Data Protection (GDPR):
Orb Experts and the Trainer will comply with EU data protection laws (including the GDPR). The Trainer may process personal data (e.g. names of participants) only for legitimate training purposes. Orb Experts collects the Trainer’s personal data (contact details, bank account, tax ID) to administer this agreement and will inform the Trainer what data is held and why. Orb Experts will keep Trainer data secure and will not share it except as required by law. The Trainer may request access to, correction of, or deletion of their personal data at any time. Any data breaches must be reported promptly.
Health & Safety:
The Trainer must comply with all health and safety and security policies of the Client’s premises or virtual platforms. Any hazards or incidents during the training must be reported immediately to Orb Experts and the Client. The Trainer is responsible for the safety of training participants to the extent of their actions (for example, ensuring exercises and equipment are safe).
Insurance and Liability:
The Trainer is strongly encouraged to maintain adequate insurance. Industry guidance recommends that freelance trainers carry professional indemnity and public liability insurance to cover claims arising from their work. The Trainer is liable for any loss or damage caused by their negligence, misconduct, or breach of this Agreement. Orb Experts’ liability for any claim is limited to direct damages and will not exceed the fees paid for the relevant course. Neither party will be liable for indirect or consequential loss. Trainer shall indemnify Orb Experts against all costs or damages from Trainer’s violation of laws, breach of contract, or IP infringement.
Non-Circumvention:
The Trainer shall not, without the prior written consent of Orb Experts, directly or indirectly approach, solicit, or accept any engagement from a Client or contact that was introduced through Orb Experts, or for whom the Trainer has delivered or prepared training under this Agreement, for a period of twelve (12) months after completion of the last assignment with that Client.This restriction is limited to situations where such contact would reasonably be considered an attempt to bypass Orb Experts’ commercial relationship with the Client. It does not prevent the Trainer from engaging with a Client that independently approaches the Trainer for unrelated business unconnected to any Orb Experts introduction. In the event of a proven breach of this clause, the Trainer shall pay Orb Experts liquidated damages equal to the greater of EUR 50,000 or 100% of the gross contract value of the business gained through such prohibited contact. This amount represents a reasonable pre-estimate of Orb Experts’ lost business and associated costs. Conversely, Orb Experts will not directly engage or solicit the Trainer’s employees, subcontractors, or assistants for competing services without the Trainer’s written consent. Both parties acknowledge that these restrictions are intended solely to protect legitimate business interests, will be interpreted narrowly under EU competition law, and shall not unduly limit either party’s professional freedom.
Termination:
Either party may terminate this Agreement for material breach by the other party, upon 10 days’ written notice and failure to cure the breach. Either party may terminate for convenience with 30 days’ written notice. In all cases, the Trainer must be paid for all services properly rendered up to termination, subject to any offsets or penalties permitted here. Upon termination, the Trainer must immediately cease using Orb Experts’ materials and return them to Orb Experts. Clauses on confidentiality and non-circumvention survive termination.
Governing Law:
This Agreement is governed by the law of the country where Orb Experts is based (e.g. Germany or Estonia). Any disputes arising hereunder will be resolved in the courts of that jurisdiction. Nothing herein affects your statutory rights under EU or local law.
Modifications:
Orb Experts may update these terms from time to time. The Trainer will be notified of any changes (for example by email or via our portal). Continued engagement after notice of changes implies acceptance of the new terms. Any significant change affecting the Trainer’s obligations or fees will not be applied retroactively without consent.
No Agencies:
Orb Experts does not accept trainers registered through recruitment agencies or third parties. Any such applications are void. The Trainer warrants they have not been introduced by an agent or recruiter.
By proceeding with the training engagement, the Trainer acknowledges and agrees to all terms above.