1.1The following terms apply to this Agreement:
"Agreement" means this Agreement including any Schedules, and any amendments to this Agreement made and agreed in writing;
"Charges" means the following amounts:
(a)the amounts specified in Part 5 of Schedule 1: Coaching Services Particulars, and
(b)such amounts as may be agreed in writing by the parties from time to time;
"Deliverables" means the services as specified in Part 2 of Schedule 1: Coaching Services Particulars that the Coach has agreed to deliver to the Client under this Agreement;
"Effective Date" means the date of execution of this Agreement;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these
"intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, passing off rights, unfair competition rights, patents, and rights in designs);
"Schedule" means any schedule attached to the main body of this Agreement;
"Services" means the coaching services specified in Part 1 of Schedule 1: Coaching Services Particulars;
"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2;
2.1This Agreement shall come into force upon the Effective Date.
2.2This Agreement shall continue in force until the course completion date, subject to termination in accordance with Clause 10 or any other provision of this Agreement.
3.1The Coach shall provide the Services to the Client in accordance with this Agreement.
3.2The Coach shall provide mindset coaching and mentoring to the Client on a group basis via Zoom (or similar online communication platform). The aim of the collective coaching sessions is to provide the Client with the tools required for them to create a transformation of the conscious and unconscious mind.
3.3The Coach shall provide the Services with reasonable care and skill and in accordance with the standards reasonably expected from a mindset and habits coach providing online coaching.
3.4The Coach will use Neuro-Linguistic Programming (NLP) techniques as part of the training methods within the Programme. The Coach does not provide psychological counselling and the Client understands and agrees that the Services should not be deemed as such.
3.5The Coach will provide the Services in the sessions in accordance with the Schedule. In order for the Client to obtain the best results from the coaching experience, it will be necessary for the Client to undertake work and complete tasks outside of the sessions without input from the Coach. Should the Client fail to complete tasks between sessions it may slow down the Client’s progress overall and limit the following session.
3.6Throughout the coaching programme, the Client will work alongside the Coach. The desired outcome at the end of the process is that the Client will have learnt techniques to assist them to let go of any fears and release limitations, the intended benefit of which is that the Client will then be able to realign with their desired intentions. Whilst the Coach will provide techniques and guidance which are intended to support the Client and allow them to make progress, no guarantees are provided. The Coach does not guarantee results of any kind.
3.7The Coaching Services are provided in a package of 6 weekly group calls and ad hoc support in the Facebook group. All sessions will be performed in accordance with the timetable.
3.8 Subject to an agreed variation arising under Clause 8.6, sessions must be completed within three months of purchase otherwise the fees will be forfeited.
4.1The Coach shall deliver the Deliverables to the Client.
4.2The Coach shall use reasonable endeavours to ensure that the Deliverables are delivered to the Client in accordance with the timetable set out in Part 3 of Schedule 1: Coaching Services Particulars.
5.1The Coach hereby grants to the Client an exclusive and irrevocable licence for personal use and storage of any Client Materials in Part 5 of Schedule 1: Coaching Services Particulars provided during the coaching period and thereafter. For the avoidance of doubt this licence does not allow the Client to copy, distribute, adapt, edit or share the Client Materials with third parties.
6.1The Client shall pay the Charges to the Coach in accordance with this Agreement.
6.2All amounts stated in or in relation to this Agreement are not subject to VAT.
7.1In advance of the Services being provided, the Coach shall issue an invoice for the Charges to the Client in accordance with the dates set out in Part 5 of Schedule 1: Coaching Services Particulars.
7.2The Client must pay the Charges to the Coach within 7 days of an invoice being issued and then in accordance with the dates and details set out within that invoice.
7.3If the Client does not pay any amount properly due to the Coach under this Agreement, the Coach may charge the Client interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (such interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).
8.1In accordance with Distance Selling Regulations, the Client has the right to cancel and obtain a full refund within 14 days of this Agreement being executed by both Parties.
8.2Refund requests should be made in writing to [email protected] and a full refund will be provided within 10 working days.
8.3In the event that one or more coaching sessions have already taken place within the first 14 days following execution of this contract, the Client is still entitled to request a refund but the value of the coaching session(s) shall be deducted from the amount paid by the Client, along with any reasonable costs which have been incurred by the Coach. The value of any sessions which have been provided (or deemed provided due to late cancellation), will be determined pro-rata and will include any preparatory time completed by the Coach.
8.4There is no obligation on the Coach to refund any amounts paid where cancellation requests are made following the 14 day cancellation period.
8.5Should the Client wish to obtain a refund outside of the 14 day cancellation period they should set out there request in writing and send it to [email protected]
8.6In certain limited circumstances, and due to the nature of the coaching involved and the personal history which may be uncovered, it may be that following the first coaching session the Coach considers that they are not best placed to support the Client and that the Client requires additional specialist coaching or therapy from a third party. In such circumstances the Coach and the Client will vary the timetable to allow for the Client to undertake coaching or treatment with a third party.
8.7If the Coach considers that the Client is not suitable for the Programme then the Coach may terminate the Agreement in accordance with Clause 11.2. In such a circumstance the Coach will retain £100 per week and refund to the Client all other monies paid. If the Client has entered into a payment plan the Coach will confirm in writing that the Client is released from the future payment obligations.
9.1The Coach warrants to the Client that:
(a)the Coach has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and
(b)the Coach has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
9.2All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
10.Limitations and exclusions of liability
10.1Nothing in this Agreement will:
(a)limit or exclude any liability for death or personal injury resulting from negligence;
(b)limit or exclude any liability for fraud or fraudulent misrepresentation;
(c)limit any liabilities in any way that is not permitted under applicable law; or
(d)exclude any liabilities that may not be excluded under applicable law.
10.2The limitations and exclusions of liability set out in this Clause 9 and elsewhere in this Agreement:
(a)are subject to Clause 10.1; and
(b)govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
10.3The Coach shall not be liable to the Client in respect of any loss or damage which may arise as a result of this Agreement.
10.4 The Coach is reliant on the Client to provide open and honest disclosure of their circumstances. The Coach shall not be liable to the Client in respect of any situation where there has not been full disclosure.
11.1Termination of this agreement may only take place in the circumstances as set out in clauses 8.7, 11.2, 11.3 and 11.4.
11.2In accordance with Clause 8.7, following the first coaching session the Coach may consider that the Client will not benefit from the Programme. In such circumstances, the Coach will notify the Client in writing of such a decision within 24 hours of the first session finishing. Such a decision is at the sole discretion of the Coach.
11.3Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement. Written notice must be sent to the address as set out as the appropriate address for the party in the recitals of this Agreement.
11.4Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(i)ceases to conduct all (or substantially all) of its business;
(ii)is or becomes unable to pay its debts as they fall due; or
(iii)is or becomes insolvent or is declared bankrupt;
(b)if either party:
(ii)as a result of illness or incapacity, becomes incapable of managing their own affairs;
12.Status of Coach
12.1The Coach is not an employee of the Client, but an independent contractor.
12.2The termination of this Agreement will not constitute unfair dismissal; nor will the Coach be entitled to any compensation payments, redundancy payments or similar payments upon the termination of this Agreement.
13.1The Coach must not subcontract any of its obligations under this Agreement without the prior written consent of the Client.
14.1During the course of the agreement both Parties may have access to confidential information, in particular the Coach in respect of the Client’s personal and, from time to time financial and business, affairs.
14.2The Parties shall not (except in the proper course of the provision of the agreed Services) either during the Engagement or at any time after the Term, use or disclose to any person, organisation or company, and shall use their best endeavors to prevent the publication of, any confidential information. This restriction does not apply to any use or disclosure authorised by the Coach or Client as required by law. Neither does it apply to any information which is already in, or comes into, the public domain, otherwise than through either Party’s unauthorised disclosure of the same.
14.3The Coach is only permitted to share that there is a working relationship between the parties with prior consent from the Client.
15.1The Coach shall only process personal data:
- as described in this Agreement as incidental to the performance of this Agreement;
- for the duration of, but in no event longer than necessary, to complete this Agreement;
- with the legal basis of the processing of data being for the performance of this Agreement.
15.2The nature and purpose of the processing shall be in accordance with the performance of this Agreement which is expressly not intended to be a data processing agreement and any personal data processed is incidental to the performance of the Services.
15.3The obligations and rights of the Coach are to maintain the confidentiality of the personal data and process the personal data in accordance with the purpose.
15.4 The employees of the Coach or other people authorised by the Coach to process personal data of the Controller, such as a virtual assistant or accountant, must keep the personal data confidential.
15.5The Coach must implement appropriate technical and organisational measures to ensure an appropriate level of security is applied to the personal data processed.
15.6The Coach must return or delete all personal data processed in connection with this Agreement two years after completion of the Services.
16.1Should the Client be unhappy with the service provided by the Coach they must comply with the Complaints Procedure as set out in Schedule 2: Complaints Procedure.
17.Effects of termination
17.1Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 5, 7, 9, 10, 11, 12, 14, 16 and 17.
18.1No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
18.2If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
18.3This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
18.4Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
18.5This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
18.6Subject to Clause 9.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
18.7This contract may be signed individually and electronically by each Party and such method of execution is a binding Agreement.
18.8This Agreement shall be governed by and construed in accordance with English law.
18.9The courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
The parties have indicated their acceptance of this Agreement by ticking the confirmation.
SCHEDULE 1: COACHING SERVICES PARTICULARS
1.Specification of Services
- The Coach will provide the Client Attractor programme over a 6-week period to the Client on a group basis, remotely via Zoom (or a similar service) or via telephone if video conferencing services are unavailable.
- The methods and training used are provided to assist the Client to release stories, distractions and unwanted limitations and to obtain techniques to realign and gain focus on the future.
- Within the 6-week coaching programme, the Client will be guided through various techniques including Neuro-Linguistic Programming (NLP) techniques.
- The effectiveness of the methods and training on achieving results are dependent on compliance and implementation by the Client both in the sessions with the Coach and following the sessions when the Client works independently.
2.Specification of Deliverables
- The Client Attractor Group programme is an interactive programme to support the Client to align their mindset, energy and actions with their business desires.
- Some coaching sessions will include written materials. There is no obligation for the Client to consider the material provided. Similarly, from time to time the Coach shall recommend certain tasks to be implemented outside of the sessions. Should the Client fail to consider any written materials or fail to implement any of the recommended tasks this may result in limitations to the scope of the following coaching session.
- The Coach will be available to respond to questions and queries raised by the Client by Facebook outside of the coaching sessions. The Coach will respond within 48 hours providing that falls to a week day. Otherwise the response will follow on the next week day, excluding Bank Holidays and any other notified period of leave notified in advance. From time to time, depending on the detail of the question it may be that the question is best answered at the beginning of the next coaching session, as the query may be due to be covered then in any event.
- The Coach’s core operating hours are Monday to Friday 9am to 6pm GMT/BST. It may be possible for the Coach to respond outside of these timescales but this should not be assumed and cannot be guaranteed.
- The Client should be aware that as part of the Coach’s online marketing strategy pre-drafted content is scheduled and will be posted live outside of core operating hours. This does not mean that the core operating hours above have changed but simply that other parts of the business are operating, such as the marketing function, but not coaching. Failure by the Coach to respond in such circumstances is simply a sign that the Coach is not working during that time.
- The coaching advice and guidance which is provided is based on the information communicated by the Client to the Coach. The Client should be open and honest in all communications so to obtain the most effective coaching service.
3.Timetable and Arrangement or Re-Arrangement of Sessions
- The Coach will provide the group calls as locally agreed.
- It is appreciated that from time to time sessions may need to be re-arranged due to unforeseen circumstances. The Coach will provide an alternative session as soon as possible, and if a session cannot be rearranged within the week it will be discussed locally.
- The programme fee for the Client Attractor Group Collective is £888.
- Payment is required in advance with payment to be made in full at the time of booking.
- Payment should be made in accordance with the details on the invoice(s) raised.
- For the avoidance of doubt, in accepting the terms of this Agreement the Client is confirming to pay the entire programme fee of £888.
5.1.From time to time the Coach will provide materials to the Client.
5.2.At all times the Intellectual Property rights and copyrights connected with those materials remain with the Coach. The Client has the right to use those materials as learning tools but is not permitted to duplicate or provide copies to third parties.
SCHEDULE 2: COMPLAINTS PROCEDURE
- It is the intention of the Coach that the Client shall be entirely satisfied with the Services throughout the whole Engagement.
- Should the Client at any time become unhappy with the services provided they should:
- Set out the complaint, including any supporting evidence in writing, to [email protected]
- Set out any cause of action sought e.g. an additional session due to the postponement of a session.
- In response to the complaint, the Coach will:
- Undertake an objective assessment of the complaint made, taking into account all of the circumstances and the conduct of the parties throughout the Agreement to date; and
- Confirm the outcome of the complaint, including the factors considered in reaching the outcome and stating whether the complaint is upheld or rejected.
- If the Client is not satisfied with the response to the complaint, the Parties will discuss and attempt to agree either further coaching sessions or support. Costs may apply to such additional coaching and all costs are to be agreed in writing in advance.