Coaching Terms and Conditions
The Coach and the Client enter into an agreement pursuant to, and in accordance with, these terms and conditions and agree as follows:
Unless the context requires otherwise and unless explicitly defined elsewhere in this Agreement, capitalised terms and expressions in this Agreement shall have the following meaning:
“Agreement” means these terms and conditions together with the contents of the Application Form (upon submission by the Client);
“Application Form” means the application form provided by the Coach to the Client to apply for a Meeting;
“Client” means any (natural or legal) person who has agreed to, and is therefore bound by, this Agreement;
Lisa Jeffs, having its business address in Toronto, Ontario, Canada (the “Coach”); and]
“Parties” means the Coach and the Client together, and “Party” means either of the Parties.
Coaching Program
The Client engages the Coach to provide the following to the Client on the terms and conditions of this Agreement (the “Coaching Program”):
1 coaching 60 to 75 min meeting between the Coach and the Client, each conducted via ZOOM or through another method determined by the Coach at the Coach’s sole discretion, each with a maximum duration of 75 minutes (each a “Meeting” and collectively, the “Meetings”);
Days & Hours
The Coach will only perform work under the Coaching Program on Monday to Thursday between 12 PM ET and 6 PM ET, except on public holidays observed in the Coach’s country (the “Business Days”, which, for the avoidance of doubt, includes the specified hours). The Coach may adjust the Business Days by providing the Client with reasonable prior notice by email.
Not Included in the Scope
The Coaching Program does not include:
Resources, anything done for you, support after the session
any forms of communication other than as specified in clause 2.1 unless determined otherwise by the Coach at the Coach’s sole discretion;
any additional (virtual) meetings, calls, emails, texts, or other forms of communication;
any additional or ancillary information or materials;
any results or outcomes from the Coaching Program; and/or
any other services, activities, or materials not expressly described in clause 2.1.
Work outside of the scope & Business Days
If, at the Client’s request:
any Meeting exceeds the maximum duration specified in clause 2.1(a);
the Coach performs more Check-Ins than the number specified in clause 2.1(b);
the Coach provides services or materials outside the scope of the Coaching Program; and/or
the Coach performs any services or provides any materials under the Coaching Program and/or provides any other services or materials to the Client outside of the Business Days,
the Coach is entitled to charge the Client an additional fee based on an hourly rate of usd + $1500. The Coach is not obliged to accept any such requests and may require a separate written agreement for such additional work.
Postponement
The Client acknowledges that adjustments or extra work may result in Meetings, (delivery) periods, and/or dates being postponed. Any new Meetings, (delivery) periods, and/or dates provided by the Coach will replace the previous ones.
Coaching Methods, Materials, & Intellectual Property
The Coach may provide or make available certain intellectual property, including, but not limited to, (coaching) strategies, (coaching) methods, workbooks, questionnaires, texts, images, graphics, designs, sketches, drawings, illustrations, models, prototypes, (electronic) files, (carriers with) data, software, hardware, code, websites, training materials, testing materials, examination materials, analyses, reports, and documentation, including, but not limited to, preparatory materials. All intellectual property rights to such intellectual property are and shall remain vested in the Coach, the Coach’s licensors, or the Coach’s suppliers in accordance with clause 13.
Fees
As compensation for the Coaching Program, the Client pays the Coach a total payment of $997 USD (the “Fee”).
Tax
The Fee includes all applicable Canadian taxes.
Payment Timing
The Fee must be paid [immediately at the moment of submitting the Application Form.
Payment Method
Any payments to be made by the Client to the Coach under this Agreement must be made using stripe, apple pay, google pay, paypal, wire transfer, or eTransfer. The Client carries any applicable transaction costs.
The Client authorizes the Coach to charge the credit card or account chosen by the Client for all payments due under this Agreement without requiring separate authorization for each payment.
Additional Fees or Costs
If any additional fees or costs become payable under this Agreement, the Coach will issue an invoice to the Client by email setting out the fees and costs and, if applicable, the applicable taxes (or have it sent on the Coach’s behalf), which the Client must pay within 5 calendar days of receipt of that invoice by the Client.
Remedies for Non-Payment, Late Payments, & Chargebacks
If the Client fails to tender full and/or timely payment of any payment owed to the Coach, including, but not limited to, the Fee, or if a payment is cancelled or charged back, the Coach reserves the right to (a) suspend the Coaching Program and (b) cancel any Meetings until the Client has paid any payment(s) due in full.
If the Client fails to tender full and/or timely payment of any payment owed to the Coach under this Agreement within 5 calendar days after the due date of that payment, the Coach reserves the right to charge a late payment fee equal to 1.5% of the total amount overdue, to accrue monthly until payment is received. Additionally, the Coach may charge a standard fee for collection costs of usd + $50 any expenses incurred in connection with collecting the fee from the Client, including legal fees and collection costs.
Start Date
This Agreement becomes effective as of the moment the Application Form has been submitted by the Client. Access to the Coaching Program and the services and materials under the Coaching Program will only be provided after both of the following conditions are met (the “Conditions”):
the Application Form has been submitted by the Client/the Coach has confirmed acceptance of the Application Form (submitted by the Client) by email; and
the Fee has been paid in full in accordance with clause 3.
The Client will not be entitled to receive any services and materials under the Coaching Program before both Conditions are met, and the Coach is under no obligation to provide any services and materials under the Coaching Program to the Client if the Conditions are not met.
Neither the submission of any information, documents, and/or other materials by the Client nor the provision of any information, documents, and/or other materials by the Coach nor any form of communication from or with the Coach prior to the Conditions being met guarantees access to the Coaching Program or the provision of any services and materials under the Coaching Program by the Coach to the Client.
Term
The Agreement continues for an indefinite period unless terminated earlier in accordance with this Agreement (the “Term”).
The Client is not entitled to pause, adjourn, interrupt, stop, freeze, or postpone the Term.
Scheduling Meetings
After the Conditions are met and during the Term, the Client may schedule the Meetings through a scheduling system made available by the Coach.
Scheduling is subject to the Coach’s availability. The Coach is under no obligation to offer Meeting times outside the Business Days. If the Client is unable to find a suitable slot, this does not entitle the Client to a refund, extension, or additional Meetings.
All Meetings forming part of the Coaching Program must be used within the Term. Any Meetings not used within the Term automatically expire, are deemed delivered, and are non-refundable. No extension of the Term applies unless explicitly agreed by the Coach by email.
Check-Ins
Check-Ins will start after the first Meeting has taken place.
Materials
Any materials included in the Coaching Program will be made available after the Conditions are met. The Coach may release materials immediately, on a specific date, or gradually over time, at the Coach’s sole discretion.
No Rollovers
Subject to clause 4.12, Meetings, Check-Ins, and any other services forming part of the Coaching Program may not be banked, rolled over, accumulated, or saved for later use beyond the Term unless the Coach explicitly agrees by email.
Holidays, Breaks & Coach Unavailability
The Coach is entitled to temporarily pause or adjourn the Coaching Program, including, but not limited to, Meetings, Check-Ins, and other ongoing services, for a period of up to 3 weeks by giving the Client reasonable prior notice by email, which notice will specify the period of adjournment (the “Adjournment Period”).
Cooperation
The Parties acknowledge that the success of the Coaching Program depends on the proper and timely cooperation of the Parties. The Client undertakes always to fully cooperate, within reason, and in time, and to provide the Coach with all authority and information necessary for the proper execution of the Coaching Program. All damages that arise because the Client has not delivered information, data, or other materials (on time), or the information, data, or other materials are incomplete, incorrect, and/or contain errors or defects, are at the expense and risk of the Client.
Independence of the Coach
The Coach is completely independent in the execution of the Coaching Program. The Coach performs the services under the Coaching Program at the Coach’s sole discretion and without the supervision or guidance of the Client.
Use of Third Parties
The Coach has the right to have third parties perform any part of the services under the Coaching Program, subject to the prior approval of the Client given by email and provided that the Coach shall remain responsible for the Coaching Program and proper execution of this Agreement.
Rescheduling by the Client
The Client may reschedule a Meeting up to 24 hours before the scheduled start time of that Meeting by emailing the coach directly at no additional charge, subject to the Coach’s availability.
Sessions rescheduled with less than 24 hours’ notice, or missed without notice, will be forfeited.
Lateness
The Client must join the Meeting on the scheduled date and at the scheduled start time.
If the Client is late to a Meeting, the Meeting will still end at the originally scheduled end time.
If the Client is more than 10 minutes late, the Coach may, at the Coach’s sole discretion:
proceed with a shortened Meeting; or
treat the Meeting as being cancelled in accordance with clause 5.8.
The Coach is under no obligation to wait beyond the 10-minute lateness window.
Cancellations by the Client
If the Client:
cancels a Meeting;
does not attend a Meeting; or
fails to reschedule a Meeting in accordance with this Agreement,
for any reason, including, without limitation, personal circumstances, scheduling conflicts, incorrect time zone conversions, outdated calendar entries, or technical issues on the Client’s side, the Meeting will be forfeited, and the Client will not be entitled to a refund, any replacement Meeting, additional Meeting, extension of the Term, or any other form of compensation.
A forfeited Meeting does not pause, extend, or interrupt the Term.
Rescheduling or Cancellations by the Coach
The Coach may cancel or reschedule a Meeting by notifying the Client as soon as reasonably possible. If the Coach cancels a Meeting, the Coach will:
reschedule the Meeting to another mutually available time; or
extend the Term solely to accommodate that rescheduled Meeting, if required due to scheduling limitations.
The Client expressly waives and consents to the waiver of any and all rights to any applicable statutory “cooling-off period,” “withdrawal period,” or any other cancellation and/or refund rights under applicable law to the fullest extent permitted, including where services or materials are made available before the expiry of any statutory withdrawal period. The Coach is under no obligation to grant the Client any refund except as expressly stated in this Agreement.
No Refunds for the Coaching Program
Unless explicitly stated otherwise in this Agreement:
all payments are non-refundable;
the Fee is earned upon receipt; and
the Client is not entitled to a refund for any portion of the Coaching Program, including Meetings, Check-Ins, materials, or any other services (even if the Client has cancelled, missed, or forfeited such portion of the Coaching Program),
regardless of the Client’s level of participation, progress, engagement, or results.
Refunds for Termination by the Client
If the Client cancels or terminates this Agreement for any reason, the Client will not be entitled to a refund of the Fee or any part thereof, unless expressly stated otherwise in this Agreement.
Refunds for Termination by the Coach
Subject to clauses 6.5 and 6.11, if the Coach cancels or terminates this Agreement early without cause in accordance with clause 7.1, the Coach will refund the Client the prorated portion of the Fee corresponding to the part of the Coaching Program that has not yet been provided to the Client.
The Coach is not required to refund any portion of the Fee corresponding to services, Meetings, Check-Ins, materials, or access already provided.
No Refunds for (Digital) Products
Any materials, including, but not limited to, templates, workbooks, training videos, content, or other physical or digital materials made available to the Client under the Coaching Program, are non-refundable once access has been granted, regardless of whether the Client downloads, uses, or engages with such materials.
No Refunds for Changes to Scheduling or Availability
The Client understands that:
variations in availability;
changes to the Coach’s schedule;
any rescheduling or cancellations made by the Coach under clause 5.10; or
adjustments made under clause 4.12,
do not entitle the Client to a refund.
Deduction of Transaction Costs
If the Coach grants the Client a refund, the Coach may deduct any applicable transaction costs and any reasonable administrative or legal costs incurred from any refunded amount:
any applicable transaction, processing, or currency conversion costs charged by banks or payment processors; and
any reasonable administrative or legal costs incurred in connection with issuing the refund.
No Chargebacks
The Client agrees not to initiate a chargeback or payment dispute with the Client’s bank, credit card provider, or payment processor for any payment made under this Agreement.
If a chargeback or dispute is initiated, the Client must reimburse the Coach for:
the full amount charged back;
any bank or payment processor fees; and
any reasonable administrative or legal costs incurred.
No Refund in Case of a Breach
Notwithstanding anything to the contrary in this Agreement, the Client is not entitled to any refund if the Client has breached any of the Client’s payment or other obligations under this Agreement.
This Agreement may be terminated (prematurely) by either Party at any time during the Term, without reason, by giving notice by email with due observance of a notice period of at least 3 days. The notice of termination must be given to the other Party by email. For the avoidance of doubt, clause 6 applies.
Either Party may terminate this Agreement by email to the other Party with immediate effect and thus without observing a notice period and without being liable or any compensation being due by either Party, in the event the other Party:
materially breaches any of its obligations under this Agreement and, in case the breach is remediable, fails to remedy it within a reasonable period after receiving written notice by email specifying the breach (a breach of the Client’s payment obligations or any obligations of the Client to cooperate and/or to provide information is considered a material breach under this Agreement);
engages in fraud, unlawful behavior, harassment, abuse, aggression, or any behavior that makes continuation of the Coaching Program unreasonable or unsafe;
becomes subject to, or is involved in, any form of insolvency, bankruptcy, suspension of payments, agreement with creditors, or is under administration; or
is dissolved, shut down, wound up, liquidated, or deceased.
The Coach will be entitled to terminate this Agreement by email to the Client with immediate effect and thus without observing a notice period and without being liable or any refund or other form of compensation being due, in the event:
the Client has breached any of its obligations under clauses 12, 13, or 14;
any of the warranties under clause 8.1 is (partly) untrue or breached; or
the Coach has not received any of the payments due and payable pursuant to this Agreement (in full and on time) in accordance with clause 3.
The Coach will be entitled to suspend performing its obligations pursuant to this Agreement with immediate effect, and thus without observing a notice period and without being liable or any compensation being due to the Client, in an event as described in clause 7.2(a), 7.3, or 11.2. The aforementioned suspension shall not adjourn, interrupt, or postpone the Term.
Upon termination of the Agreement, no compensation is due, except for: (i) the portion of the Fee that is payable or refundable in accordance with clauses 3 and 6; and (ii) any additional fees and/or costs due and payable by the Client to the Coach pursuant to this Agreement, which amounts become immediately due and payable on the termination date, provided that no Party shall be relieved from liability for a breach prior to termination of this Agreement.
On the date of termination of this Agreement, the Coach will:
cease to provide any services or materials under the Coaching Program; and
make a final account in accordance with clause 7.5 and provide that account as an invoice to the Client. Clause 3 applies mutatis mutandis.
Clauses 8 up to and including 18 shall remain in effect after the termination of this Agreement.
The Client represents and warrants that during and throughout the Term, the Client:
is at least 18 years of age and possesses the full legal capacity, power, and authority to enter into this Agreement;
is not bound by any agreement, obligation or legal duty that would conflict with the Client’s ability to fully comply with the terms and conditions of this Agreement;
is in good mental and emotional health and capable of engaging fully in all aspects of the Coaching Program;
is not undergoing and is not advised or aware that the Client should undergo counselling or psychological, psychogeriatric, or therapeutic treatment or support;]
is not undergoing and is not advised or aware that the Client should undergo medical or nutritional treatment or support;
will behave in a respectful, safe, and kind manner, verbally, physically, and emotionally, towards the Coach and any third party that works with or for the Coach;
will not show any aggressive, abusive, or harassing behaviour towards the Coach or any third party associated with the Coach and will not engage in any actions that disrupt the Coaching Program or the relationship with the Coach;
has no criminal history or background;
will be honest and genuine in all representations made to the Coach and any third party that works with or for the Coach;
has all necessary rights, licenses, and permission to use and share any third-party materials, content, or other intellectual property provided to the Coach during the course of the Coaching Program, and such use does not infringe upon any third party’s intellectual property rights;
will only provide information and data to the Coach and any third party that works with or for the Coach that is true, complete, accurate, current, and not misleading; and
will provide an update to the Coach as soon as possible if any of the information or data provided to the Coach changes.
The Coach is not the Client’s psychologist, psychiatrist, therapist, counsellor, or another type of mental health professional. Any information, advice, opinions, or any other communication from the Coach does not constitute counselling or psychological, psychogeriatric, or therapeutic advice, treatment, support, or services. The Coach disclaims any responsibility and liability in this respect.
And
The Coach is not the Client’s doctor or licensed nutritionist. Any information, advice, opinions, or any other communication from the Coach does not constitute medical or nutritional advice, treatment, support, or services. The Coach disclaims any responsibility and liability in this respect.
And
The Coach is not the Client’s (licensed) financial, tax or legal advisor. Any information, advice, opinions, or any other communication from the Coach does not constitute financial, tax or legal advice, support, or services. The Coach disclaims any responsibility and liability in this respect.
And
The Coach is not the Client’s (licensed) real estate agent, broker, or professional. Any information, advice, opinions, or any other communication from the Coach does not constitute legal, financial, or professional real estate advice, representation, or services. The Coach disclaims any responsibility and liability in this respect.
And
The Coach is not the Client’s (licensed) career counsellor, human resources professional, or recruiter. Any information, advice, opinions, or any other communication from the Coach does not constitute or result in career counselling, job placement, or HR services. The Coach disclaims any responsibility and liability in this respect.
Although the Coach is an executive and business coach by profession, the Coach is not acting in the capacity of the Client’s profession or business. All information provided during and in relation to the Coaching Program is for informational and educational purposes only and does not constitute, and should not be construed as, financial advice or any type of professional advice, nor is it intended to replace or substitute for such professional services.
The Client acknowledges that controversial, sensitive, or provocative topics, including, but not limited to, relationships, trauma, sexual preference or other political, ethical, religious, social, ideological, or personal views and beliefs, may arise. The Coach may use profane language. The Coach does not intend to harm, offend, distress, or in any way adversely impact the Client or any other third parties. The Coach is not responsible or liable for how such topics are received by the Client or the Client’s emotional or psychological response, including, but not limited to, any harm, offence, distress, or adverse effect the Client may experience.
The Coach solely intends to support the Client and does not intend to influence, persuade, alter, or change the Client's personal views, beliefs, opinions, values, or decisions. The Coach does not impose any (personal or external) agendas, views, opinions, or ideologies upon the Client. The Coach disclaims any responsibility or liability for any decisions, actions, or changes in behaviour that the Client may choose to pursue as a result of the Coaching Program. Any shifts in the Client's views, opinions, values, or beliefs are a direct result of their own internal process. The Coach disclaims any responsibility or liability for any attempts to influence, persuade, alter, or change the Client's views, opinions, values, beliefs, or decisions.
The descriptions of the Coaching Program provided on the Coach’s website, social media, or anywhere else are intended to convey the general nature of the Coaching Program only and do not guarantee the outcomes or content of the Coaching Program. The Coach reserves the right to amend, change, alter, or modify the content and structure of the Coaching Program at the Coach’s sole discretion.
The Client acknowledges that the Coach has the discretion to determine the methods, tools, techniques, and approaches used during the Coaching Program and that these may evolve or change during the Term.
The services and materials that are part of the Coaching Program will be provided through the platforms and tools chosen by the Coach at the Coach’s sole discretion. It is the Client’s responsibility to ensure that the Client has the appropriate technology, equipment, hardware and software, along with access to a reliable internet connection, to access and fully participate in and/or use (any part of) the Coaching Program or any other information or materials provided by the Coach.
The Coach does not represent, warrant, or guarantee that the Coaching Program or any materials or information provided by the Coach will be free from errors, omissions, or disruptions.
The Coach is not responsible for (1) the effectiveness of the Coaching Program, (2) any results in relation to or outcomes from the Coaching Program, or (3) any decisions made by the Client or any other third party based on the Coaching Program and/or any results in relation to or outcomes from the Coaching Program. The Coach does not represent, warrant, or guarantee the effectiveness of the Coaching Program or the results in relation to or outcomes from the Coaching Program. The Coach’s comments and feedback about the effectiveness of the Coaching Program and/or result(s) and/or outcome(s) are expressions of opinion only.
The Client acknowledges that the Coach cannot make any such representations, warranties, or guarantees mentioned in this clause 8 and that the Client cannot hold the Coach liable in relation to those matters.
Without prejudice to clause 9.6, the Coach shall not be liable for any loss, damage, or costs incurred or suffered by the Client as a result of any act or omission under this Agreement, failure in the performance of its obligations under this Agreement, or otherwise, unless (and to the extent that) the competent court or tribunal has irrevocably ruled that any damages or costs are attributable to intentional acts or omissions and such tribunal or court decision is not (or no longer) subject to appeal, in which case the exclusions and limitations referred to in clauses 9.2 up to and including 9.5 apply.
Subject to clause 9.1, the Coach’s aggregate liability is limited to the amount paid out to the Coach by the Coach’s insurer minus the Coach’s own risk. If no payment is made by the insurer to the Coach and the Coach would still be obliged to compensate the Client for any damages, the Coach’s aggregate liability is limited to the total amount of the Fee, excluding any applicable taxes, charged by the Coach and paid by the Client to the Coach in relation to the Coaching Program which caused the damages.
Subject to clause 9.1, the Coach is not liable for indirect damages, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of third parties, loss arising from the use of goods, or materials of third parties prescribed by the Client to the Coach and any damages or loss arising from contracting suppliers the Client has recommended.
Subject to clause 9.1, unless performance by the Coach is permanently impossible, the Coach is exclusively liable for an imputable failure in the performance of this Agreement if the Client promptly serves the Coach with a notice of default by email, granting the Coach a reasonable period of time to remedy the breach, and the Coach should still imputably fail to meet the Coach’s obligations after that reasonable term has passed. The notice of default must describe the Coach’s failure as comprehensively and in as much detail as possible so that the Coach has the opportunity to respond adequately.
Subject to clause 9.1, the right to compensation of damages exclusively arises if the Client reports the damage to the Coach by email as soon as possible after the damage has occurred and not later than within fourteen days of the Client having become so aware. Failure to notify the Coach of the damage within such period shall not affect the rights of the Client except to the extent the Coach demonstrates that the damages have increased or could have been avoided or mitigated as a result thereof, in which case the Coach shall be relieved of liability with respect to such additional damages. A claim expires if, within six months after the discovery of the event giving rise to the claim or that could give rise to a claim, the Coach has not been notified thereof by email.
Nothing in this clause 9 shall operate to limit liabilities in the event of fraud, wilful misconduct, gross negligence, or any (other) liabilities that cannot be limited under applicable law. Failure by the Coach to inform the Client timely regarding matters relating to the execution of this Agreement will not constitute grounds for assuming wilful misconduct and/or gross negligence on the part of the Coach.
The Client agrees to indemnify and hold the Coach and/or anyone else working with or for the Coach harmless from all damages, losses, claims (including, but not limited to, third-party claims), actions, demands, suits, proceedings, or judgments, including costs, expenses and attorneys' fees assessed against or otherwise incurred by the Coach arising, in whole or in part, from:
actions and/or omissions, whether done negligently or otherwise, by the Client;
any and all actions and use of the information or material provided during or in relation to the Coaching Program by the Client;
violation of any laws, regulations, rules, or ordinances by the Client;
violation of any provisions of this Agreement by the Client or anyone related to the Client; and/or
infringement by the Client of any intellectual property rights or other third-party rights.
The Coach will notify the Client as soon as reasonably possible of any such claims, damage, and/or liability. The Coach reserves the right to defend such claim, damage, and/or liability at the Client’s expense. If requested, the Client will fully cooperate and provide assistance to the Coach to defend any such claims without any cost.
Neither Party is obliged to meet any obligation, including, but not limited to, any statutory and/or guarantee obligation (if any) if it is prevented from doing so by circumstances beyond its control. Circumstances beyond the Coach’s control include, but are not limited to, the following circumstances or circumstances similar to: (i) acts of God, riots, terrorism or war that affect the Coach; (ii) defects in goods, hardware, software or materials that the Coach uses for the provision of services or materials under the Coaching Program; (iii) changes in applicable laws and/or regulations; (iv) measures by public authorities or decisions of courts or tribunals; (v) power failures; (vi) failures of the internet, data network, telecommunication facilities or interruptions by service providers; and (vii) (cyber) crime or (cyber) vandalism.
If a circumstance as described in clause 11.1 lasts for more than sixty calendar days, either Party shall be entitled to terminate this Agreement by email to the other Party with immediate effect and thus without observing a notice period and without being liable or any compensation being due.
The Client agrees not to disparage the Coach’s brand, products, services or persons working for or employed by the Coach.
The Client agrees that the Client will not make any unsubstantiated claims that will ruin the business reputation of the Coach.
The Client will not behave or use any information or materials in relation to the Coaching Program, the Coach, and/or this Agreement in any way that:
is illegal, infringes or violates the rights of anyone;
is offensive, obscene, defamatory, abusive, profane, hateful, vulgar, obscene, libellous, pornographic, political, threatening, derogatory, upsetting, insulting, misleading, discriminatory, sexist, racist or harmful to anyone in any way;
disparages or discredits the Coach;
encourages or advocates conduct that constitutes a criminal offence, giving rise to (civil) liability or otherwise violates any law;
is likely to cause confusion among third parties;
portrays or insinuates any endorsement or sponsorship of a Party or its products or services by the other Party or in any other way portrays or insinuates that a Party supplies or approves of the other Party or its products or services; or
portrays or insinuates any special relationship between the Parties.
The Client will not misrepresent or embellish the Client’s relationship with the Coach (including, but not limited to, by expressing or implying that the Coach supports, sponsors, or endorses the Client) or express or imply any other type of relationship between the Parties except as expressly permitted by this Agreement or agreed by email or written agreement between the Parties.
This Agreement does not give the Client any ownership rights, intellectual property rights, license or interest in any of the information or materials provided or made available to the Client by or on behalf of the Coach.
Any intellectual property rights remain exclusively vested in the Coach, its licensors, or its suppliers. The Coach shall not be obliged to assign or license to the Client any intellectual property rights pursuant to this Agreement. The Client shall not acquire nor claim any right to, title to, or interest in or to such intellectual property rights by reason of this Agreement, and nothing in this Agreement shall be construed as constituting such right, title, or interest. The Client shall not at any time do anything to impair the rights of the Coach to its intellectual property rights.
The Client acknowledges and agrees that the Client is not permitted to:
share, edit, modify, copy, reproduce, enhance, reverse engineer, (re)distribute, transfer, transmit, sell, resell or in any way exploit (any information provided during or in relation to) any intellectual property included in or related to the Coaching Program, provided that the Client is allowed to edit and modify the materials provided by the Coach for personal use, and provided that such modifications do not lead to the unauthorised distribution or resale of such materials without the express consent of the Coach given by email;
collect or use descriptions or prices of the Coaching Program; or
make any derivative use or create derivative works of (any information provided during or in relation to) or any intellectual property included in or related to the Coaching Program,
whether free or paid, without the express consent of the Coach given by email.
The Client shall not use the Coaching Program to coach or provide other services to any third party or publish on any platform any information, materials, methods, solutions, or formulae contained in or derived from the Coaching Program and/or the Coach.
The Client provides the Coach with a non-revocable, royalty-free, non-exclusive license to use the Client’s personal name and any materials, content and information created and/or provided by the Client in relation to the Coaching Program and/or the Coach in any public communication and any communication purposes with third parties, including, but not limited to, for the purpose of marketing, advertising, and promotion.
Subject to clause 14.2, the Parties shall treat as strictly confidential and not disclose or use for other purposes for which it is provided: (i) any information relating to this Agreement or any ancillary matter, including, but not limited to, any remuneration or other payments under this Agreement; (ii) any confidential or proprietary information relating to either Party and its business operations; (iii) any other information received from the other Party of which information the receiving Party knows or should reasonably know it is confidential; and (iv) any information that is designated by a Party as being confidential. The Party that receives the confidential information may only use it for the purpose for which it has been provided.
The restrictions contained in clause 14.1 shall not apply if and to the extent:
disclosure is required by any law or by a court or tribunal;
disclosure is required by any regulatory or governmental body;
disclosure is necessary to enforce this Agreement; or
the information has come into the public domain through no fault of the relevant Party.
Access to and use of the information as described in clause 14.1 shall be limited to the employees, advisors, and consultants of each Party as much as reasonably required, provided that such employees, advisors, and consultants shall be advised of the contents and the confidential nature of this information and shall be instructed to take all necessary and reasonable precautions to prevent the unauthorized use or disclosure thereof.
In the event of a disclosure of information pursuant to clause 14.2, the Parties shall consult with each other (to the extent permitted by applicable laws or regulations) as to the contents, form, and timing of the disclosure to be made.
The Coach only uses the Client’s personal data for the purposes set out in this Agreement. The Coach will ensure it complies with the requirements of all legislation and regulatory requirements in force from time to time relating to the use of personal data. For more information on how the Client’s personal data is used and stored by the Coach, please refer to the Coach’s privacy policy, which can be found here: [URL].
Any notice, request, consent, invoice, claim, demand, or other communication between the Parties in connection with this Agreement or the Coaching Program must be sent by email in English to the following email addresses set out for each of the Parties below:
to the Coach: info@isajeffs.com
to the Client: the contact information provided by the Client in the Application Form
or such other email address as a Party may notify the other Party by email.
Unless another means of communication is explicitly provided for in this Agreement, the Client shall not use any other means of communication, such as text messages, direct messages on social media platforms, (registered) postal mail, or phone calls, to communicate with the Coach unless the Coach has explicitly agreed to such other means of communication.
This Agreement may expressly state that certain communications may be conducted through other specified means of communication. Such specified means of communication shall only be used for the purposes designated by this Agreement.
The Coach shall endeavour to respond to emails within 48 hours on Business Days, which is a target and not a guaranteed service level. The Coach shall not be liable for failure to respond to emails within the aforementioned timeframe or the consequences arising therefrom, and any such failure shall not constitute a breach of this Agreement.
This Agreement constitutes an electronic contract between the Parties with the full force and effect of a handwritten signature. The Parties enter into this Agreement by submission of the Application Form by the Client by way of clicking on the Proceed To Payment button on the Application Form and only after the Coach has confirmed the initial booking and application by email.
Neither Party is entitled to assign any of its rights or transfer any of its obligations under this Agreement unless agreed between the Parties by written agreement.
This Agreement, together with any other documents incorporated herein by reference and related exhibits and schedules, constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written (which includes email) and oral, with respect to such subject matter.
No amendments, changes, modifications, or alterations of the terms and conditions of this Agreement shall be binding upon the Parties unless agreed between the Parties by written agreement.
If individual provisions in this Agreement are or become invalid or unenforceable, this does not affect the validity of the remaining provisions. The Parties undertake to immediately replace any invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the original intention of the Parties.
This Agreement and any non-contractual obligations arising out of or in connection with this Agreement shall be governed by the laws of Canada.
All disputes arising in connection with this Agreement, the Coaching Program, or further agreements resulting therefrom, shall be settled in accordance with the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. The place of arbitration shall be Toronto, Canada. The proceedings shall be conducted in the English language. No award or procedural order made in the arbitration shall be published.
