Coach Independent-Contractor Agreement

COACH INDEPENDENT-CONTRACTOR AGREEMENT

THIS AGREEMENT is made on [EFFECTIVE DATE] between

(1) TRY SWIM GLOBAL SDN BHD (Company No. 202501005309 (1606723-W)) a company incorporated in Malaysia and having its registered address at [ ] ("TrySwim Global", "TSG", "we", "us" or "our"); and

(2) the individual who registers for and electronically accepts this Agreement through the Platform ("Coach", "you" or "your"),

each a "Party" and together the "Parties".

[By clicking "I Agree", creating a Coach account, or accessing or using the Platform, the Coach agrees to be bound by this Agreement]

RECITALS

A. TSG operates TrySwim, an online marketplace, website (tryswim.my) and mobile application (tryswim.app) (together, the "Platform") that connects customers seeking swimming lessons with independent swimming coaches.

B. The Coach wishes to provide swimming coaching services through the Platform.

C. The parties agree that the Coach shall provide such services in accordance with the terms and conditions set out in this Agreement.

NOW IT IS AGREED as follows.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. In this Agreement, unless the context requires otherwise:

• "Background Screening" means the identity, criminal-history, declaration and reference checks described in clause 6.
• "Booking" means a confirmed request by a Customer, made through the Platform, for the Coach to deliver one or more Lessons.
• "Child" means any person under the age of 18 years, consistent with the Child Act 2001 [Act 611]. All learners reasonably believed to be under 18 are treated as Children.
• "Commission Schedule" means the schedule of fee splits, rates and payout terms set out in Schedule 1 and as amended from time to time in accordance with clause 8.
• "Confidential Information" has the meaning given in clause 12.
• "Customer" means a person who books a Lesson through the Platform and, where the participant is a Child, the parent or guardian who makes or authorises the Booking (also referred to as "Parent/Guardian").
• "Facility" means a swimming pool or venue operated by a third party at which Lessons are delivered.
• "Lesson" means a swimming-instruction session delivered by the Coach to a Customer pursuant to a Booking.
• "Lesson Fee" means the total amount payable by a Customer for a Lesson as displayed on the Platform.
• "Parent/Guardian" means the parent, legal guardian or authorised adult responsible for a Child
• "PDPA" means the Personal Data Protection Act 2010 and its subsidiary legislation, as further amended from time to time.
• "Personal Data" and "Sensitive Personal Data" have the meanings given under the PDPA
• "Platform" means the TrySwim website, mobile application and related services operated by TSG
• "Safeguarding Code" means the code of conduct embedded in clause 7.
• "Services" means the swimming-instruction services the Coach provides to Customers booked through the Platform.

1.3 Interpretation. Headings are for convenience only and do not affect interpretation. References to legislation include subsidiary legislation and amendments. "Including" means "including without limitation". The singular includes the plural and vice versa.

2. NATURE AND SCOPE OF SERVICES

2.1 The Coach agrees to provide the Services to Customers who book the Coach through the Platform, in accordance with this Agreement.

2.2 TSG's role is limited to operating and marketing the Platform, facilitating Bookings and payments, setting and enforcing the trust-and-safety eligibility conditions in this Agreement, and providing customer support. TSG is not responsible for the manner in which the Coach delivers the Services and does not supervise, direct or control the manner in which the Coach teaches.

2.3 Nothing in this Agreement obliges TSG to provide the Coach with any minimum number of Bookings, any Bookings at all, or any guaranteed income.

3. INDEPENDENT-CONTRACTOR RELATIONSHIP

3.1 Status. The Coach is engaged as an independent contractor carrying on the Coach's own business. Nothing in this Agreement creates a contract of service, an employer-and-employee relationship, a partnership, a joint venture or (save as in clause 3.2) an agency between the Parties.

3.2 Limited collection agency. TSG acts as the Coach's limited collection agent for the sole purpose of collecting Lesson Fees from Customers and remitting the Coach's share, and for no other purpose.

3.3 Indicators of independence. The Parties acknowledge and intend that:

(a) the Coach controls how Lessons are taught, including methodology, and instructional technique, using the Coach's own skills, experience and professional judgement;

(b) the Coach sets the Coach's own availability and may choose when to provide the Services;

(c) the Coach may accept or decline any Booking subject to reasonable reliability standards and Platform ratings;

(d) the engagement is non-exclusive — the Coach may provide swimming instruction or any other services to any other person, platform or business, including competitors of TSG, and may run the Coach's own independent client base off-Platform (subject only to the in-term anti-circumvention obligation in clause 14);

(e) the Coach is responsible for the Coach's own equipment, professional development, certification and insurance; and

(f) the Coach bears the Coach's own business risk, including the risk of receiving no Bookings.

3.4 Trust-and-safety controls are service standards, not employer control. The Coach acknowledges that TSG's vetting, certification requirements, Background Screening, Safeguarding Code, Facility-rule compliance, app-use requirements and quality expectations are:

(a) eligibility conditions and service standards that protect Customers, Children and Facilities and preserve the integrity of the marketplace; and

(b) not instructions as to the manner in which the Coach performs the Services, nor an exercise of employer-style control.

These conditions are service and safety standards only and do not determine how the Coach delivers a Lesson.

3.5 Taxes and statutory contributions. The Coach is solely responsible for:

(a) the Coach's own income tax, including registration with the Inland Revenue Board (LHDN) and the filing and payment of all taxes on income earned through the Platform;

(b) any Sales and Service Tax (SST) registration and obligations, if and when the Coach becomes liable to register and charge SST; and

(c) the Coach's own retirement, healthcare and insurance arrangements.

TSG does not and will not deduct or remit on the Coach's behalf any monthly tax deduction (PCB/MTD), Employees Provident Fund (EPF) contribution, Social Security Organisation (SOCSO/PERKESO) contribution, or Employment Insurance System (EIS) contribution, because the Coach is not an employee.

3.6 No employment benefits. The Coach is not entitled to any benefit TSG provides to its employees, including paid leave, sick leave, public-holiday pay, overtime, rest days, termination or lay-off benefits, gratuity, or any benefit under the Employment Act 1955.

3.7 Acknowledgement of intent. The Coach acknowledges that the Coach is engaged as an independent contractor and is responsible for the Coach's own taxes and statutory obligations

4. COACH AUTONOMY, AVAILABILITY AND PLATFORM USE

4.1 Availability and acceptance. The Coach decides when to be available and which Bookings to accept or decline. The Coach is not rostered by TSG and is under no obligation to be available for any minimum period.

4.2 Reliability. Having accepted a Booking, the Coach is expected to honour it punctually and reliably, and to give the Customer and TSG as much notice as reasonably practicable if the Coach cannot attend. This is a service-quality expectation owed to Customers, not a TSG-imposed work obligation.

4.3 Platform use. The Coach shall be responsible for all activities conducted through the Coach's account; keep account credentials secure and confidential; not share, sell or transfer the Coach's account; and provide and maintain accurate, current and complete profile and supporting information. The Coach must not use the Platform to circumvent TSG's fees or communicate with Customers off-Platform in breach of this Agreement.

4.4 Facility rules. While at a Facility, the Coach must comply with the Facility's rules, safety instructions and the reasonable directions of Facility staff.

5. ELIGIBILITY, CERTIFICATIONS AND RIGHT TO WORK

5.1 Eligibility conditions. The Coach must satisfy, and continue to satisfy, all of the following as a condition of being listed and remaining active on the Platform. These are eligibility conditions, not employment criteria.

5.2 Minimum age. The Coach must be at least [MINIMUM AGE] years of age.

5.3 Right to work. The Coach must be legally entitled to provide the Services in Malaysia and shall provide such identification and work authorisation documents as TSG may require.

5.4 Qualifications and certifications. The Coach must hold, maintain and keep current:

(a) the swimming-instruction qualifications accepted by TSG, namely [ACCEPTED CERTIFICATIONS — PLACEHOLDER, e.g. AUSTSWIM, STA, RLSS Bronze Medallion / recognised Malaysian aquatics or lifesaving bodies]; and

(b) a current CPR and first-aid certification [ACCEPTED CPR/FIRST-AID STANDARD — PLACEHOLDER].

5.5 Evidence and expiry tracking. The Coach shall provide evidence of identity, right to work and certifications upon request, and shall notify TSG promptly (and in any event before the next Lesson) if any certification or work authorisation lapses, is suspended, downgraded or revoked, or is due to expire. TSG may suspend the Coach's account where any required documents has expired or cannot be verified and/or if the Coach fails to provide updated documents.

6. BACKGROUND SCREENING, CONSENT AND RE-VETTING

6.1 Screening is a precondition. No Coach may be approved or accept Bookings until the required Background Screening is completed and approved by TSG. The Coach consents to, and must cooperate with, Background Screening on onboarding and on the periodic and triggered re-vetting described in clause 6.7.

6.2 Identity verification. The Coach shall provide such identification documents as TSG may reasonably require to verify the Coach's identity.

6.3 Criminal-history screening (Coach-supplied).

(a) The Coach shall provide such police clearance certificates, declarations and other background screening documents as TSG may reasonably require.

(b) Foreign coaches may be required to provide additional police clearance certificates from their country of residence.

6.4 Declaration. shall provide a declaration that all information provided is true, accurate and complete and that the Coach does not have any Disqualifying Offence. Any false declaration may result in immediate suspension or termination.

6.5 Disqualifying Offences. The Coach is not eligible if Background Screening discloses, or TSG otherwise reasonably establishes, a conviction (or, in serious cases, a pending charge) within the following categories (each a "Disqualifying Offence"): [Indicative categories, to be made precise against Malaysian statute (e.g. the Penal Code, the Sexual Offences Against Children Act 2017 [Act 792], the Child Act 2001, and relevant drugs legislation), including but not limited to]:

• (a) sexual offences;
• (b) other offences against children;
• (c) serious violence offences;
• (d) drug trafficking offences;
• (e) other offences reasonably considered by TSG to make the Coach unsuitable to work with children.

6.6 Consent to process Sensitive Personal Data. By accepting this Agreement, the Coach expressly consents to TSG collecting, using, storing and processing the Coach's identity documents, declarations and criminal-history information for the purposes of verification, safeguarding and maintaining eligibility to coach on the Platform. Such information shall be handled in accordance with the PDPA and TSG's Privacy Notice.

6.7 Periodic and triggered re-vetting. TSG may require periodic or additional re-vetting at any time, including following a complaint, incident or safeguarding concern. Failure to complete re-vetting may result in suspension until the re-vetting process is completed.

7. SAFEGUARDING CODE OF CONDUCT

7.1 Welfare paramount. In every decision and action under this Agreement, the welfare and safety of the Child is the paramount consideration, ahead of commercial interest, reputation or convenience. Where any provision of this Agreement or any operational pressure appears to conflict with a Child's welfare, the Child's welfare prevails.

7.2 Zero tolerance. TSG has zero tolerance for any form of child abuse, exploitation, grooming or neglect, and zero tolerance for inaction in the face of it. No Coach is "too valuable" or "too trusted" to be subject to this clause.

7.3 General conduct. The Coach must treat every Child with respect, patience and dignity; maintain professional boundaries at all times; never use or threaten physical punishment; and never engage in conduct — physical, verbal or online — that a reasonable parent would not expect of a swim coach.

7.4 Physical contact — necessary, transparent, consented. Swim teaching legitimately requires some physical contact (supporting a learner in the water, correcting body position, demonstrating a hold, or assisting in an emergency). Such contact is acceptable only where it is:

(a) necessary to teach the skill safely or to protect the Child;

(b) proportionate and minimal — the least contact needed, for the shortest time;

(c) explained in advance in plain terms to the Child and, for younger Children, the Parent/Guardian, before it is done;

(d) responsive — the Coach checks the Child is comfortable, stops if the Child is distressed or asks to stop, and never overrides a Child's discomfort; and

(e) in open view, where the Parent/Guardian and others can see it.

The following is never acceptable, regardless of explanation: any contact of a sexual nature; touching the genital, buttock or chest area except where unavoidable in a genuine rescue; contact intended to punish, intimidate or cause pain; rough or forceful handling; holding a Child's head or body under water other than in legitimate, agreed instruction within the Child's tolerance; and any contact that continues after a Child has asked the Coach to stop.

7.5 Avoid unobserved one-to-one situations. Lessons must take place in open, visible parts of the pool, never in an enclosed, screened or private space. The Coach must avoid being alone and unobserved with a Child. For one-to-one Lessons, the Parent/Guardian is expected to remain present and within sight, the Lesson should occur during normal facility operating hours when others are present, and the Coach must not arrange one-to-one sessions off-Platform or at private/residential pools.

7.6 Communication — in-app only. Communications with Customers and Children shall take place through the Platform. The Coach shall not privately contact a Child, exchange personal contact details with a Child or move communications off-Platform without the consent of the Parent/Guardian.

7.7 Photography and video. The Coach shall not take, store or share images or video of Children on personal devices. Any imagery of Children for marketing or promotional purposes is permitted only under TSG's separate, specific consent process, and never otherwise. A request by a Child or Parent/Guardian that no images be taken must always be respected.

7.8 Changing rooms and toilets. The Coach shall not enter changing rooms or toilets while a Child is changing and must not supervise a Child changing alone. Where assistance for a very young Child is unavoidable, it should be provided by the Parent/Guardian; if not possible, it must be done in the open, with another adult aware, and never one-to-one behind a closed door. The Coach must change separately from Children at all times.

7.9 Language and behaviour. The Coach shall use age-appropriate, encouraging language; and must not swear, make sexual remarks or jokes, comment on a Child's body or appearance, belittle or intimidate, or discuss the Coach's personal romantic or sexual life with a Child.

7.10 Gifts and favouritism. The Coach shall not give personal gifts to a Child or show inappropriate favoritism towards any Child.

7.11 Transport. The Coach must not transport a Child in the Coach's vehicle. Children arrive at and leave Lessons in the care of their Parent/Guardian or another authorised adult.

7.12 Responding to a disclosure or concern. If a Child discloses a safeguarding concern, the Coach shall listen calmly, avoid making promises of secrecy, avoid investigating the matter, and promptly record and report the concern.

7.13 Duty to report — internal. The Coach must report any safeguarding concern immediately to TSG's Designated Safeguarding Lead at safeguarding@tryswim.my (and by any urgent channel TSG designates). The Coach does not need to be certain; it is not the Coach's job to decide whether abuse occurred.

7.14 Duty to report — external (mandatory). The Coach shall comply with all mandatory reporting obligations under applicable laws, including reporting obligations relating to offences against Children.

7.15 Reporting channels. Concerns may be reported to: the police — nearest station, or 999 in an emergency; Jabatan Kebajikan Masyarakat (JKM) / Department of Social Welfare — to inform a Protector or Social Welfare Officer; and Talian Kasih 15999 (WhatsApp 019-2615999), the national 24-hour helpline for child abuse and welfare concerns. Where a Child is in immediate danger, the Coach must contact the police/emergency services (999) first, then notify TSG.

7.16 "If in doubt, report." If the Coach is unsure whether something meets a legal or internal threshold, the Coach must report it. It is always better to raise a concern that proves groundless than to stay silent about a real one. TSG will not penalise any report made in good faith.

7.17 Cooperation and non-interference. The Coach must cooperate fully with TSG and with any police, JKM or other authority investigation, preserve relevant records and evidence, and must not take any step that interferes with, prejudices or pre-empts such an investigation.

7.18 Immediate suspension/removal. On any allegation or serious concern engaging this clause, TSG may suspend or remove the Coach from the Platform immediately and without prior notice as a neutral protective measure (clause 19.2). This is a trust-and-safety measure, not an employment disciplinary process and not a finding of guilt.

8. FEES AND COMMISSION

8.1 The split (referenced schedule). The Coach shall be entitled to the share of the Lesson Fee set out in the Commission Schedule (schedule 1), as amended from time to time in accordance with this Agreement.

8.2 Who sets the Lesson Fee. Lesson Fees shall be determined by [TSG / the Coach within parameters set by TSG]

8.3 Changes to the split. TSG may amend the Commission Schedule on not less than [NOTICE PERIOD e.g. 14/30 days] prior written notice through the Platform or by email. Changes do not apply retroactively to Lessons already completed. If the Coach does not accept a change, the Coach's sole remedy is to stop accepting new Bookings and/or terminate under clause 19.

9. PAYMENT, PAYOUTS, REFUNDS AND CLAWBACK

9.1 Collection. TSG (through its third-party payment processor) collects Lesson Fees from Customers as the Coach's limited collection agent and remits the Coach's share, net of TSG's share and, where applicable, the Facility's share, per the Commission Schedule.

9.2 Payout cycle. Payouts shall be made in accordance with the Commission Schedule and are currently made monthly.

9.3 Minimum payout threshold. No payout is made for a cycle unless the Coach's accrued, payable balance is at least RM50. Amounts below the threshold roll over and accumulate to the next cycle until the threshold is met. Any balance remaining on termination is dealt with under clause 19.6.

9.4 Bank details (secure handling). The Coach shall provide accurate and up-to-date bank account details for payout purposes. TSG shall not liable for delayed or misdirected payments resulting from inaccurate details provided by the Coach.

9.5 Cancellations and refunds. Where a Lesson is cancelled or refunded in accordance with TSG's cancellation or refund policy:

(a) the Coach is not entitled to payment for a Lesson that is not delivered, except where TSG's policies provide otherwise; and

(b) any Coach payment already accrued or paid may be reversed accordingly.

9.6 Clawback. If TSG has paid the Coach an amount that is subsequently refunded, reversed, charged back or found to have been obtained in breach of this Agreement, TSG may deduct the amount from future payouts or require the Coach to repay the amount within [14] days of demand. TSG may also withhold pending payouts while investigating any suspected refund, chargeback, fraud or breach of this Agreement.

10. REPRESENTATIONS AND WARRANTIES

10.1 The Coach represents and warrants, on the date of this Agreement and on a continuing basis, that:

(a) the Coach is legally entitled to provide the Services in Malaysia and holds all necessary immigration and work authorisation;

(b) the Coach holds, and will maintain, all certifications required under clause 5.4;

(c) the Coach has no Disqualifying Offence and shall immediately notify TSG of any conviction, charge, investigation or order that may affect the Coach's suitability to work with Children;

(d) all information, documents and credentials the Coach has provided are true, accurate, current and complete; and

(e) entering into and performing this Agreement does not breach any other agreement or obligation binding on the Coach.

11. DATA PROTECTION (PDPA)

11.1 Customer and Child data. In delivering Lessons, the Coach may access Personal Data of Customers and Children and shall handle such data strictly in accordance with the PDPA and TSG's Privacy Notice

11.2 Permitted use only. The Coach may use such Personal Data solely to deliver the Services and shall not (a) use it for off-Platform marketing, solicitation or the Coach's own client database; (b) disclose it except as required to deliver the Services or as required by law; or (c) retain it longer than necessary, and must delete or return it on request or on termination, save where law requires retention.

11.3 Security and breach. The Coach shall implement reasonable security measures to protect such data, keep credentials secure, and shall notify TSG without undue delay upon becoming aware of any actual or suspected personal-data breach. Data-protection queries: privacy@tryswim.my.

11.4 Children's data. The Coach acknowledges that Personal Data relating to Children is particularly sensitive and shall exercise additional care in handling such information.

12. CONFIDENTIALITY

12.1 The Coach must keep confidential all non-public information of TSG accessed by the Coach, including Customer information, lists and any personal data, pricing and commercial terms, the Commission Schedule, Platform features and roadmap, and business methods ("Confidential Information"), and must use it only to perform under this Agreement.

12.2 Clause 12.1 does not apply to information that is or becomes public other than through the Coach's breach, was lawfully known to the Coach before disclosure, or is required to be disclosed by law or regulator (with prompt notice to TSG where lawful).

12.3 Confidentiality obligations survive termination for [PERIOD —e.g. 3 years], and indefinitely for trade secrets and Personal Data.

13. INTELLECTUAL PROPERTY

13.1 TSG IP. TSG owns all intellectual property in the Platform, the TrySwim brand and all TSG materials. No rights are granted to the Coach except a limited, revocable, non-exclusive licence to access and use the Platform to provide the Services.

13.2 Coach profile content. The Coach grants TSG a worldwide, non-exclusive, royalty-free licence to host, reproduce, display and use the Coach's profile content (including but not limited to name, photo, bio, qualifications, reviews, ratings) for operating and marketing the Platform, for the duration of this Agreement and for a reasonable thereafter for record-keeping purposes.

13.3 Coach know-how. As between the Parties, the Coach retains ownership of the Coach's own pre-existing teaching methods, know-how and lesson materials. Nothing in this Agreement transfers the Coach's general professional know-how to TSG.

13.4 Uploaded content. For content the Coach uploads to the Platform (e.g. lesson plans, media), the Coach retains ownership but grants TSG a non-exclusive, royalty-free licence to host and use it as needed to operate the Platform and deliver the Services. The Coach warrants it has the rights to grant this licence and that the content does not infringe third-party rights.

14. ANTI-CIRCUMVENTION AND NON-SOLICITATION (IN-TERM)

14.1 In-term anti-circumvention. While this Agreement is in force, in relation to any Customer first introduced to the Coach through the Platform (a "TSG-Sourced Customer"), the Coach shall not (a) solicit, encourage or arrange for that Customer to book or pay for Lessons off-Platform in order to avoid TSG's fees; or (b) accept off-Platform bookings or payments from a TSG-Sourced Customer for Lessons that would otherwise be booked through the Platform.

14.2 Carve-outs. Clause 14.1 does not restrict the Coach from (a) serving the Coach's own pre-existing or independently sourced clients; or (b) providing services through any other platform or business. Clause 14.1 applies only to the off-platform diversion of TSG-Sourced Customers.

14.4 Severance. If any part of this clause is held void or unenforceable, it is severable and the remainder continues to be in full force and effect.

15. INSURANCE

15.1 The Coach must obtain and maintain such insurance as TSG requires as an eligibility condition, namely [INSURANCE REQUIREMENT —e.g. public liability and/or professional indemnity to a stated minimum sum insured], and provide evidence of cover on request. Failure to maintain the required insurance may result in immediate suspension from the Platform.

16. INDEMNITY

16.1 To the maximum extent permitted by law, the Coach indemnifies TSG against all losses, liabilities, claims, damages, costs and reasonable expenses arising out of or in connection with:

(a) the Coach's acts, omissions, negligence or wilful misconduct in providing the Services;

(b) any injury to or harm involving a Customer or Child arising from the Coach's conduct;

(c) the Coach's breach of this Agreement;

(d) any claim arising from the Coach's misrepresentation of the Coach's status or working arrangements.

16.2 The indemnity is subject to any mandatory law limiting its scope, and TSG must take reasonable steps to mitigate.

17. LIMITATION OF LIABILITY

17.1 Nothing in this Agreement limits liability that cannot be limited by law, including liability for fraud or for death or personal injury caused by negligence.

17.2 Subject to clause 17.1, TSG is not liable to the Coach for loss of profit, loss of Bookings or income, loss of opportunity, or any indirect or consequential loss.

17.3 Subject to clause 17.1, TSG's total aggregate liability to the Coach arising out of or in connection with this Agreement is limited to the total TSG-share commission actually earned by TSG on the Coach's Lessons in the THREE (3) months preceding the event giving rise to the claim.

18. TERM AND RENEWAL

18.1 Term. This Agreement starts on the Effective Date and continues until terminated under clause 19 (the "Term").

18.2 Renewal/continuation. The Agreement continues on a rolling basis. Any certification renewal or re-vetting required under clauses 5 and/or 6 is a condition of continued eligibility, not a fixed renewal date.

19. SUSPENSION, REMOVAL AND TERMINATION

19.1 Grounds for suspension or removal. TSG may suspend the Coach's access, withhold new Bookings, or remove the Coach where: (a) there is a safety incident or credible safeguarding concern; (b) the Coach fails re-vetting or a Background Screening re-check, or a required certification or work authorisation lapses; (c) TSG receives serious or repeated Customer complaints; or (d) the Coach breaches this Agreement.

19.2 Immediate removal for safeguarding. Where a safeguarding or child-safety risk is reasonably suspected, TSG may suspend or remove the Coach immediately and without prior notice, pending investigation, consistent with clause 7. This is a trust-and-safety measure, not an employment disciplinary process.

19.3 Process. Except for immediate safeguarding action under clause 19.2, TSG will, where practicable, give the Coach notice of the concern and a reasonable opportunity to respond before removal.

19.4 Termination for convenience. Either Party may terminate for any reason on [NOTICE PERIOD —e.g. 14/30 days] written notice. Nothing in this Agreement obliges the Coach to accept any Booking.

19.5 Termination for cause. Either Party may terminate immediately on written notice if the other commits a material breach not remedied within [NUMBER —, e.g. 14] days of notice, or that is incapable of remedy. TSG may terminate immediately for any ground in clause 19.1, and immediately under clause 19.2 for safeguarding.

19.6 Effect on payouts. Suspension or removal does not by itself forfeit the Coach's share for Lessons already properly delivered, which remains payable at the next ordinary payout cycle, subject to any clawback, refund reversal or set-off under clause 9.

19.7 Survival. On termination the Coach's licence to use the Platform ends and the Coach must stop holding out as available through TrySwim. Clauses which by their nature are intended to survive termination shall continue in full force and effect, including clauses 6.6, 7, 10, 11, 12, 13, 16, 17, 19.6 and 20

20. GOVERNING LAW AND DISPUTE RESOLUTION

20.1 Governing law. This Agreement is governed by, and construed in accordance with, the laws of Malaysia.

20.2 Dispute resolution. The Parties shall first attempt to resolve any dispute amicably. Failing resolution within [PERIOD], the dispute is to be resolved by [the courts of Malaysia / arbitration in Malaysia administered by the AIAC under its Arbitration Rules], to whose jurisdiction the Parties submit. Formal legal notices to TSG shall be sent to: legal@tryswim.my.

21. GENERAL (BOILERPLATE)

21.1 Variation. TSG may amend this Agreement on reasonable notice through the Platform or by email; continued use of the Platform after the effective date of a change constitutes acceptance. TSG may require the Coach to provide fresh electronic acceptance for any material amendment to this Agreement.

21.2 Notices. Notices must be in writing and given through the Platform, by email to the address on file (to TSG: coaches@tryswim.my for operational matters; legal@tryswim.my for formal notices), or by hand or registered post to a Party's stated address, and are deemed received on delivery (email: on transmission during business hours).

21.3 Severability. If any provision is void or unenforceable (including under s.28 of the Contracts Act 1950), it is severed and the remainder continues in force.

21.4 Entire agreement. This Agreement and the Commission Schedule are the entire agreement between the Parties on their subject matter and supersede prior discussions, save that nothing excludes liability for fraudulent misrepresentation.

21.5 No waiver. A failure or delay in exercising a right is not a waiver of it.

21.6 Assignment. The Coach may not assign or subcontract this Agreement or the Services (which are personal to the vetted Coach) without TSG's prior written consent. TSG may assign or novate to an affiliate or successor on notice.

21.7 No partnership/agency. Save for the limited collection agency in clause 3.2, nothing in this Agreement creates a partnership, joint venture or agency.

21.8 Third-party rights. This Agreement is not intended to confer any benefit on, or any right to enforce any of its terms upon, any person who is not a Party.

21.9 Counterparts / electronic acceptance. This Agreement may be accepted electronically through the Platform and/or executed in counterparts, and such electronic acceptance shall have the same force and effect as a physical signature.

22.0 Electronic Acceptance

By clicking "I Agree", creating a Coach account, accessing or using the Platform, the Coach hereby acknowledges that the Coach has read and understood this Agreement, including its schedules and addendum (if any); agrees to be bound by this Agreement, including schedules and addendum (if any); and all policies referred to in it; confirms that all information and documents provided to TSG are true, accurate and complete; and agrees that the electronic acceptance of this Agreement constitutes the Coach's legally binding signature and has the same force and effect as a handwritten signature. TSG may rely on its electronic records, including the Coach's account details, date and time stamp, IP address and other onboarding records, as evidence of the Coach's acceptance of this Agreement.

SCHEDULE 1 — COMMISSION AND PAYOUT SCHEDULE