Terms of Service Agreement

This coaching agreement (“Agreement”) is made and entered into as of the date that ‘terms of service’ are sent and agreed to via electronic submission.

 

ELOISE PASCAL CANDELORO (hereinafter referred to as the “Coach” and Client who agrees to these terms of service via electronic submission (hereinafter referred to as the “Client”). The Coach and Client shall collectively be referred to as the “Parties.”

NOTICE OF BINDING ARBITRATION: This Agreement contains an arbitration provision, and as such, signing this Agreement constitutes your express consent to submit any and all disputes to binding arbitration.

 

PURPOSE OF THE AGREEMENT

The Client wishes to engage the Coach for coaching needs as detailed in this Agreement. Coach has agreed to provide such coaching services according to the terms outlined below.

 

TERMS OF AGREEMENT

For good and valuable consideration the parties agree to the following terms:

 

SERVICES

The client has selected Coach’s Twelve Week 1-1 Intensive. Coach will provide the following services (the “Coaching Services”) during the term of this Agreement which is outlined below.

- 12 weeks of access to Voxer (Coach available M-F 9am-4pm AWST)

- 12 x Deep Dive Coaching Sessions

 

COMPENSATION

In consideration for the Coaching Services to be performed by Coach, Client agrees to pay Coach the sum total outlined upon electronic submission via electronic payment.

Automatic Payment. Client expressly consents and authorises Coach to automatically charge Client’s selected payment method via a third party payment in accordance with the Payment Plan outlined upon electronic submission, until Client has satisfied all payments and the sum total due (including any late fees) has been paid in full.

Accurate Billing Information. In order to ensure timely payment, Client agrees to provide and maintain accurate and updated billing information to Coach and/or a third-party payment processor chosen by Coach.

Missed or Late Payments. If any payment is not made in full by the due date of the payment, Coach reserves the right to charge $10USD daily late fee in excess of the delinquent amount until the sum total due (including any late fees) is paid in full. Client acknowledges that such late fees are fair and reasonable.

Costs of Collection. If any payment is not paid when due, as outlined herein, Client acknowledges and agrees that Client will be liable for any and all costs or fees of collection, including without limitation, reasonable attorney fees, whether or not a lawsuit is initiated as part of the collections process.

Effect of Non-Payment. Coach reserves the right to stop providing the Coaching Services if Client fails to make any payment or if payment is not able to be timely processed, unless and until Client makes the requisite payment in full, including any late fees. Client acknowledges and agrees that non-payment may result in Client forfeiting some or all of the Coaching Services and that Client will not be reimbursed or compensated for such forfeited services.

TERM AND TERMINATION

Term. The Coaching Services will begin on the day of the first coaching session and end 12-weeks later, or as otherwise terminated by the parties in accordance with the terms outlined herein (the “Term”). The Term may be extended at any time by the mutual agreement of the parties in writing.

Termination by Client. Client may terminate the Coaching Services by giving one week notice and for any reason by informing Coach in writing. Client acknowledges and agrees that termination of the Coaching Services does NOT discharge Client of any duties or obligations contained in this Agreement. If the Client terminates the Coaching Services, Client will be liable for 50% of the total remaining balance of payments due to the Coach, calculated from one week after the date that termination is received in writing by the Coach. If there are extenuating circumstances present that the client is able to adequately prove true, the coach may consider waiving any remaining payments.

Termination by Coach. Coach may terminate the Coaching Services at any time and for any reason by giving 1-week written notice to Client. If Coach terminates the Coaching Services early and Client has made payment(s) for services that Client will not receive, Client will be reimbursed at a prorated rate based on the date of actual termination. Client will receive reimbursement for any prorated amount within 5 days of the actual date of termination. The prorated amount will be calculated as follows: (Total Cost of [PACKAGE] / Number of Days in [PACKAGE] x (Number of Days Remaining in [PACKAGE]) = Prorated Amount. Client will continue to be liable for any and all payments up until the date of actual termination of the Coaching Services. Client is not entitled to any compensation or reimbursement of any kind for services Client has not yet paid for and will not receive due to Coach’s early termination in accordance with this Agreement.

REFUND POLICY

Client acknowledges and agrees that because of the personal nature of coaching, Coach does not offer refunds, whether partial or full, of any kind or for any reason. Client understands and agrees that all sales are final and no refunds will be issued.

PROCEDURE OF COACHING SERVICES

Virtual Sessions. Coaching sessions will be provided virtually, and at a time and on a platform mutually agreed upon by Coach and Client at least 48 hours prior to the scheduled session.

Continuity. Client acknowledges and agrees to the responsibility of maintaining the coaching package time frame as outlined, and that it is the client’s responsibility to book all coaching sessions via the coaches booking calendar. Client understands that pausing of coaching services is not allowed unless under extreme circumstances.

Communication. Coach is available to Client for questions between scheduled coaching sessions during the Term via Voxer. Coach will respond to any inquiry from Client within 24 hours (but will endeavour to respond as soon as possible) of Coach’s receipt of the message unless Coach advises Client otherwise. Coach is unavailable during weekends and Public Holidays of the Coach’s country of residence.

CANCELLATION AND LATE POLICY

Client cancellations. Client understands and agrees that Client must inform Coach of any cancellation or change to a scheduled coaching session at least 24 hours in advance of the scheduled session. Client understands and agrees that Client may forfeit a coaching session, without reimbursement, compensation, or rescheduling, if Client cancels a session less than 24 hours prior to the scheduled session. Coach reserves the right to charge Client, and Client agrees to pay the fair value of any session cancelled less than 24 hours in advance. Coach will make a good faith effort to reschedule any session cancelled more than 24 hours prior to the scheduled session.

Coach Cancellations. If Coach needs to cancel or modify the time for a scheduled session, Coach will inform Client at least 24 hours in advance unless the cancellation or modification is due to an emergency or illness, as determined in Coach’s sole discretion then Coach will inform Client as soon as is reasonable under the circumstances. Coach will reschedule any sessions cancelled by Coach in good faith.

Late Policy. If Client is more than 30 minutes late to a scheduled session, whether or not Client informed Coach of such tardiness, the session will be cancelled without requisite notice, and as such, Client will forfeit the scheduled session without reimbursement or compensation and Coach is not required to reschedule the session. Coach reserves the right to charge Client, and Client agrees to pay, the fair value of any session for which Client is more than 30 minutes late.

CONFIDENTIALITY

Coach’s Non-Disclosure. Coach agrees to hold in confidence anything that Client shares with Coach throughout the Term, whether orally, or in writing, or through electronic communication (collectively “Confidential Information.”) Coach’s duty to hold the Confidential Information in this confidence shall survive the termination of this Agreement unless otherwise provided in this Agreement.

Exceptions. Coach may disclose Confidential Information to third parties as authorised by Client in writing. Coach reserves the right to disclose Confidential Information without Client’s consent, when necessary, as determined in Coach’s sole discretion, to comply with law enforcement or the law (such as responding to a subpoena) or to protect the physical, mental, emotional or financial safety and security of Client, Coach, Coach’s business, or any other third party.

Client’s Non-Disclosure. Client acknowledges and agrees that after participating in the Coaching Services, Client will have gained access to Coach’s Intellectual Property and various trade secrets, including without limitation, guidance, written materials, technical information, video content, templates, processes, techniques, or any other information that may become available to Client by or through the Coaching Services, whether transmitted orally, in writing or electronically (collectively, “Confidential Information”). Client acknowledges and agrees that Client will not, directly or indirectly, reveal, report, publish, disclose, make any unauthorised copy or reduce to any written form, hold out as their own, or use for any commercial purpose, any Coaching Information that Client receives by or through the Coaching Services.

DISCLAIMERS

Medical and Mental Health Disclaimer. Client acknowledges and agrees that the COACHING SERVICES AND THE INFORMATION PROVIDED AND EXCHANGED THEREIN IS NOT INTENDED TO BE, NOR SHOULD IT BE RELIED ON OR USED AS, A SUBSTITUTE FOR MEDICAL OR MENTAL HEALTH ADVICE OR SERVICES. Client acknowledges and agrees that Coach does not provide health care, medical care, nutritional services, therapeutic services, or other services intended to diagnose, treat, prevent, or cure any physical, mental or emotional illness, disease, or condition. Client agrees not to delay in seeking, or disregard, medical or mental health advice from a qualified professional because of something Client reads or receives from Coach by or through the Coaching Services. Client acknowledges and agrees not to stop taking medications or start any new health care regimen without first consulting Client’s personal medical, mental health, or other qualified professional.

Warranty Disclaimer. Except as otherwise expressly stated in this Agreement, Coach does not make any guarantees, warranties or representations of any kind, whether express or implied, with respect to the Coaching Services or this Agreement. Coach does not guarantee or warrant any specific result or outcome by or through the Coaching Services.

Testimonial Disclaimer. Coach may choose to provide testimonials from current or previous clients on Coach’s website, social media, and/or other promotional materials, in order to provide further information and commentary from other clients’ experience with Coach and Coach’s services. While any text or quotes used in such testimonials are from actual clients sharing their authentic and honest opinions, beliefs, and experiences, these testimonials are not to be considered in any way a guarantee that all clients or that Client, in particular will have the same experience, result or outcome. Client acknowledges and agrees that reading a testimonial on Coach’s website, social media, and/or other promotional materials, is not a guarantee or warranty of a particular result or outcome and that Client does not expect to have a similar experience, result or outcome as represented in the testimonial.

Earnings and Results Disclaimer. Coach has made every effort to accurately represent her Coaching Services, whether on Coach’s website, social media, promotional material, or in any other writing or communication, whether oral or in writing, made by coach, and its potential for growth, transformation, or results. However, Client understands and agrees that Coach cannot, and does not, make any representations or guarantees as to future results, or outcomes, of any kind, that may result from or relate to your purchase and/or participation in the Coaching Services. Client understands and agrees that individual outcomes may vary and are based on individual circumstances, effort, capacity, experience, and/or commitment. Client understands and agrees that Coach has no responsibility and is not liable, in any capacity for Client’s choices, actions, results, outcomes, use, misuse or non-use of the information provided by or through the Coaching Services. Client acknowledges and agrees that Client has no expectation of a particular result or outcome by participating in the Coaching Services.

Legal, Health and Financial Disclaimer. Coach does not provide legal services, medical services, psychological services, therapy services, dietetic services, financial services, or tax services. Client understands and agrees that the Coaching Services are not intended to be, nor should be relied upon, or used as a substitute for legal, health, financial, business or other professional advice, and that any information transmitted by or through the Coaching Services is for informational purposes only. Client is hereby notified that they should promptly seek advice from a local attorney, accountant, financial advisor, business consultant, dietitian, therapist or other qualified professional should Client have any questions or issues related to their specific legal, financial, health or business situation. Client acknowledges and agrees that Client will not delay in seeking, or disregard, legal, health, financial, or business advice from a qualified professional because of something Client read or received from coach or by or through the Coaching Services.

 

LIMITATION OF LIABILITY

Client hereby agrees that under no circumstances shall Coach or Coach’s employees, agents, assigns and affiliates be liable to Client for any ordinary, direct, indirect, incidental, consequential, special, punitive, or exemplary damages in connection with or arising out of, or in any way relating to, the Coaching Services or this Agreement, however, caused, under any theory of liability, regardless of whether Client has been advised of the possibility of such any loss or damage. In any state that restricts or limits the use of certain limitation or liability or warranty disclaimers, Coach’s liability is limited to the fullest extent permitted by law. In no event shall Coach’s cumulative legal liability in any matter arising out of or relating to the Coaching Services or this Agreement or a breach thereof, exceed the monies Client has actually paid to Coach in the twelve (12) month period immediately preceding the event(s) giving rise to such liability. This section shall survive the termination of the Agreement.

 

INDEMNIFICATION

Client hereby agrees to at all times indemnify, defend and hold harmless Coach, and Coach’s employees, agents, assigns, and affiliates from and against any and all actions, causes of action, suits, claims, defends, losses, liabilities and damages, and expenses in connection therewith, including without limitation attorneys’ fees and costs (whether or not suit is brought), or any third party claims, arising out of or relating to, whether directly or indirectly, the Coaching Services, this Agreement. This indemnification obligation shall survive the termination of this Agreement.

 

BINDING ARBITRATION FOR DISPUTE RESOLUTION

Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Australia, without regard to conflicts of laws provisions.

Dispute Resolution. Should a dispute arise, Client agrees to inform Coach of any dispute in writing and attempt to first resolve such dispute by good faith communication and negotiations. If Coach and Client are not able to resolve within a timely manner, which shall be no less than 30 days from the date of written notice, Client acknowledges that and agrees that any and all claims or disputes arising out of or relating to the Coaching Services, this Agreement, or any breach thereof, including, without limitation whether this agreement or any provision therein is invalid, illegal, unenforceable, or otherwise void or voidable, shall be exclusively submitted to arbitration in New Zealand and the parties will mutually agree in good faith upon an arbitrator. Client agrees to be bound by the decision of the arbitrator and that the arbitrator’s decision is final and non-appealable, and conclusive upon the parties and that the judgement may be entered by any court of competent jurisdiction. Client acknowledges and agrees that the prevailing party in the arbitration may be entitled to reasonable attorney’s fees as part of the award determined by the arbitrator. Client agrees to participate in the arbitration process in good faith, and failure to do so will give Coach the right to pursue other available legal remedies, including without limitation, litigation.

 

INTELLECTUAL PROPERTY

All designs, text, images, templates, videos, graphics, trademarks, service marks and other intellectual property (collectively, “Intellectual Property”) are owned and will continue to be owned by Coach. It is violation of law to use any of Coach’s Intellectual Property, whether in whole or in part. Coach reserves the right to prosecute any violation of Coach’s intellectual property or proprietary rights, which is not limited to actions listed herein, to the fullest extend of the law. Coach hereby grants Client a limited, revocable, non-transferable, and non-exclusive license (without the right to sublicense) to use the Intellectual Property solely for Client’s personal non-commercial use. Client acknowledges and agrees that under no circumstances will Client acquire any ownership rights or any other interest in any of the Intellectual Property and Client will not seek to obtain ownership rights or any other interest of the Intellectual Property and Client will not seek to obtain ownership rights of any Intellectual Property. Client may only use the Intellectual Property as outlined herein if Client provides clear and conspicuous credit to Coach, which may be satisfied by using Coach’s full name, Eloise pascal Candeloro, and business name Eloise Pascal, and if appropriate, hyperlinking to Coach’s website. Under no circumstances shall Client hold out Coach’s Intellectual Property as Client’s own, even with attribution.

 

GENERAL PROVISIONS

No Waiver. Coach’s failure to enforce or exercise any term of this Agreement is not a waiver of that section or of the Agreement as a whole.

No Assignment. Neither party may assign the Agreement or any part of their rights, duties or obligations herein, to any other party without the other party’s written consent.

Force Majeure. In the event that either party is unable to perform its obligations under this Agreement because of unforeseen circumstances beyond the party’s reasonable control (including without limitation, acts of God, terrorism or threat of terrorism, an act of declared or undeclared war, or civil riots) the non-performing party may be excused from performance and shall not be liable for damages so long as the event continues to prevent performance.

Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties and supersedes all prior agreements, communications, representations, or understandings between the parties relating to this Agreement or the Coaching Services.

Severability. If any provision of this Agreement shall be judged by an arbitrator or any court of competent jurisdiction to be unenforceable or invalid for any reason, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

Amendment. This Agreement may only be amended by the mutual agreement of the parties in a signed writing to be attached and incorporated into this Agreement.

Notices. All notices shall be in writing and shall be delivered via electronic mail (“E-mail”) to the ordinary email address each party uses for communication during the Coaching.

Services. Notice shall be effective when it comes to the good faith attention of the recipient, which may be evidenced by a read receipt.

Headings for Convenience. The headings used in this Agreement are for convenience only and will not limit or otherwise affect these terms.

INTENDING TO BE LEGALLY BOUND HEREBY, and upon due authorisation, the parties have caused this Agreement to be executed on the day of agreement of these terms via electronic submission. The Coach will have provided the electronic gateway to the client on this date. The Client will have agreed to the terms of service outlined here, along with making initial payment upon submission on this date. These details will be recorded electronically to include the date of occurrence. This Agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and