TERMS OF SERVICE
This page lays out the legal contractual agreement when you purchase any services we offer.
Contents:
Personal Coaching Terms And Conditions
THIS AGREEMENT is made on the date you agree to the Terms of Service on the payment page of your order. Please keep a copy of these for your records with the date as they do change from time to time.
PARTIES
(1) Lizzy Batat, trading as Lizzy Batat Coaching (“I” and “me”); and(2) [The person or business name you sign with] of [the email or physical address you provide] OR a company incorporated in [Your Registered Country] under number [insert registered number] whose registered office is at [insert address]] (“you”)
(3)BACKGROUND:
A. I provide training, mentoring, and coaching to individuals on developing their skills in the areas of growth, personal development with the focus on parenting and relationships. Leadership skills including the mindset needed to take action to achieve your goals. We wish to enter this agreement to set out the terms and conditions that will apply to the services to be provided by me to you and your obligations.
THE PARTIES AGREE:
1. Definitions and Interpretation
Background IPR: means the Intellectual Property Rights owned by me and used by me in performing the Services and which forms part of the Deliverables or the results of the Services;
Business Day: means a day, other than a Saturday, Sunday or public holiday, on which banks are open for business in the State of California;
Commencement Date: means the date you agreement to these terms via a checkbox.
Confidential Information: means(a) the terms of this agreement; (b) any information relating to my or your customers, suppliers, methods, products, plans, finances, trade secrets or otherwise to our businesses; and (c) any information developed by either of us in performing our obligations under this agreement;
Customer Materials: means all data and documents (and the media on which they are recorded), equipment and materials supplied by you to me;
Deliverables: means all documents and materials produced by me in relation to the Services and to be supplied to you including any data, programs, reports, software, training materials, presentations, worksheet and specifications, as set out in the program description, Schedule 1 or in a Statement of work;
Description: means the description of the Services set out in the program description, Schedule or a Statement of Work;
Force Majeure Event: means an event or sequence of events beyond my or your reasonable control preventing or delaying us from performing our obligations under this agreement, but the inability to pay is not a Force Majeure Event;
Intellectual Property Rights: means copyright, patents, rights in inventions, rights in confidential information, Know-how, trade secrets, trademarks, trade names, design rights, rights in get-up, database rights, rights in data, semiconductor chip topography rights, domain names, rights in computer software and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever existing;
Know-how: means inventions, discoveries, improvements, processes, formulae, techniques, specifications, technical information, methods, tests, reports, component lists, manuals, instructions, drawings and information relating to customers and suppliers (whether written or in any other form and whether confidential or not);
Order: means your order, on the terms of this Agreement, for the Services set out in the program description at the time of purchase.
Services: means the services set out in the Program Description at the time of purchase.
1. Unless the context otherwise requires:
1.1. references to this agreement include its Schedules;
1.2. 'including' means including without limitation;
1.3. references to persons include individuals, unincorporated bodies, government entities, companies and corporations;
1.4. a reference to a statute or a statutory provision is a reference to it as amended, extended, re-enacted or consolidated from time to time;
2. Terms
2.1. An Order will constitute an offer to purchase Services on the terms of this Agreement.
2.2. Orders are binding once this agreement is signed.
2.3. Marketing and other descriptive matter relating to the Services are illustrative only and do not form part of this agreement. You will gain access to the materials available in the Program Description on offer at the time of purchase, which will change from time to time at my discretion.
2.4. This agreement alone will apply to the supply of the Services by me to you. All other terms, including any:
2.4.1. which you seek to incorporate; or
2.4.2. implied by course of dealing or by custom or practice; will not apply.
3. Price
3.1. The price for the Deliverables is set out in the Program Description, Schedule or a Statement of Work or will be calculated in accordance with my standard scale of charges prevailing from time to time.
4. Payment
4.1. Because I need to make an advance commitment of my time in order to provide the Services, payment for the Services is required in advance. It may be possible to arrange for payment of a deposit followed by an agreed number of monthly instalments in which case this will be specified in the Program Description at the time of purchase. Payment by instalments may incur an additional fee.
4.2. Payments are to the nominated bank account specified on the invoice or payment page online.
4.3 Time of payment is of the essence.
4.4 Where sums due under this Agreement are not paid in full by the due date I may, without limiting my other rights, charge interest in accordance with Clause 6.4.5 Where I have agreed to accept payment by instalments and a payment is not made by its due date, I shall cancel all access to the online portals, support desk, any groups associated with the Services, scheduled group or personal meetings, and cease to carry out any further work on your behalf until all payments are up to date.
4.6 Once an Order has been placed, refunds and cancellations are not available for Services. If you change your mind about taking up the services, or something happens to cause you to be unable to take up the services I will consider postponing your inclusion in the program to a later commencement date only after I receive written request from you and proof of extenuating circumstances and if we have the capacity to offer your a space later on. Clause 10 below deals with the process for resolving problems.
5. VAT
5.1. All amounts due under this agreement are exclusive of VAT.
6. Interest
6.1. Where sums due under this agreement are not paid in full by the due date, I may, without limiting my other rights, charge interest on such sums at the statutory interest rate (as defined by the Late Payment of Commercial Debts (Interest) Act 1998.
6.2. Interest will:
6.2.1. accrue on a daily basis; and
6.2.2. apply from the due date for payment until actual payment in full, whether before or after judgment.
7. Provision of the Services
7.1. I shall provide the Services to you in accordance with this agreement, in particular, the Description.
7.2. The Services will begin on the Commencement Date and be performed for the period set out in the Program Description at time of purchase, or until provision of the Services is complete, except where the agreement is terminated earlier in accordance with clause 16.
7.3. I shall use my reasonable endeavours to meet any delivery or milestone dates set out in the Services of work, but such dates are approximate only and time of performance is not of the essence.
7.4. I shall not be liable for any delay in or failure of performance of the Services (including any failure to achieve any milestone or other dates) to the extent caused by a Force Majeure Event or your failure to perform your obligations under this agreement.
7.5. I may make any changes to the Services:
7.5.1. needed to comply with applicable law or safety requirements; or
7.5.2. which do not materially affect the nature or quality of the Services; and will notify you in advance of such changes.
7.6. Meetings will be over Voice Over Internet Portal (VOIP). If you wish to meet face to face this will have to be by prior arrangement and will incur extra charges.
8. My obligations
8.1. I shall:
8.1.1. perform the Services: (i) using all reasonable care and skill; and (ii) in accordance with best practice for services of that type;
8.1.2. provide and use sufficient and appropriate equipment and materials required to provide the Services;
8.1.3. hold all Customer Materials safely and return them in good condition on completion of the Services (fair wear and tear excepted). Customer Materials remain your property.
9. Your obligations
9.1. You will pay the price for the Services in accordance with this agreement.
9.1.1. You will promptly provide me with such facilities, information and assistance (ensuring that the information is complete and accurate) which are required to allow me to perform the Services.
9.2. You will also:
9.2.1. co-operate fully with me and follow my reasonable instructions in relation to the performance of the Services;(a) keep all documents, equipment, materials and other property belonging to me (Supplier Materials) at your premises safely and at your own risk and in the same condition as they were in when supplied; and not share your login details or my Intellectual Property, any calls recorded, or any comments made in forums, private online groups or personal messages with anyone outside of the program or me.
9.2.2. Where you book a coaching package with me, all sessions must take place within the time frame of the program outlined from date of commencement. This is important to establish and keep up momentum.
9.3. If you fail to attend a personal coaching session or give less than 24 hours’ notice of your inability to attend, you will be deemed to have taken that session. You can rearrange a session three times, but after the third time, you will be deemed to have taken that session if you fail to attend it, or request that it be rearranged for the fourth time.
10. Resolution of Problems
10.1. If you are not satisfied with the Services for any reason, you should bring the problem promptly to my attention so I have the opportunity to investigate any problems and work with you to reach a positive outcome.
10.2. I may at my option vary or re-perform the Services following the report of a problem and the terms of this agreement will apply to any re-performed Services.
10.3. I shall not be liable for any failure of the Services to comply with their description to the extent caused by your failure to comply with my instructions in relation to the Services
10.4. Except as set out in clause 8 I give no warranty in relation to the Services.
11. Failure of or delay in performance
11.1. If I am prevented or delayed in performing the Services by any cause attributable to you, I (without prejudice to my other rights):
11.1.1. may suspend performance of the Services until you remedy your default;
11.1.2. will not be liable for any costs or losses sustained by you as a result of such suspension; and
11.1.3. may charge you (and you will pay in accordance with this agreement) costs or losses incurred by me arising from your default.
12. Exclusion and limitation of liability
12.1. Except as expressly stated in this agreement, all warranties and conditions whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
12.2. Neither I nor you limit our liability for:
12.2.1. death or personal injury caused by our negligence, or that of our employees, agents or sub-contractors (as applicable); or
12.2.2. fraud or fraudulent misrepresentation by us or our employees.
12.3 Subject to clause 12.2 my total aggregate liability in respect of all other claims, losses or damages, whether arising from contract, tort (including negligence) or otherwise under or in connection with this agreement shall in no event exceed the value of the Services provided under this Agreement.
12.4 Neither you nor I will be liable to the other for:
12.4.1 any indirect, special or consequential loss or damage; or
12.4.2 any loss of profits, turnover, data, business opportunities, anticipated savings or damage togoodwill (whether direct or indirect).
13. Intellectual property
13.1. Once I have received payment in full of my Charges, I shall assign to you all Intellectual Property Rights in the Deliverables and other results of the Services other than Intellectual Property Rights in the Background IPR and once payment in full of my Charges has been received I shall execute all documents necessary to release such Intellectual Property Rights to you.
13.2. Subject to payment in full of my Charges, I hereby grant to you a royalty-free licence, revocable only for breach by you of the terms of this agreement, to use the Background IPR to use the results of the Services.
13.3. You:
13.3.1. will not use the Background IPR for any other purpose than specified in 13.2;
13.3.2. will not modify or reverse engineer or take any similar action in relation to the Background IPR (except so far as required for interoperability);
14. Force Majeure
14.1. Neither you nor I will be liable if delayed in or prevented from performing our obligations under this agreement due to a Force Majeure Event, provided that we:
14.1.1. promptly notifies the other party of the Force Majeure Event and its expected duration, and
14.1.2. use reasonable endeavours to minimise the effects of that event.14.2. If, due to a Force Majeure Event, either of us:
14.2.1. is unable to perform a material obligation, or
14.2.2. is delayed in or prevented from performing our obligations for a continuous period of 20 Business Daysthe other Party may within 10 Business Days terminate this Agreement on notice.
15. Confidential Information
15.1. Each of us undertakes that we shall keep any Confidential Information confidential and that we shall not use or disclose the other party’s Confidential Information to any person, except as permitted by clause 15.2.
15.2. Either of us may:
15.2.1. disclose any Confidential Information to any of our employees, officers, representatives or advisers (Representatives) who need to know the relevant Confidential Information for the purposes of the performance of any obligations under this agreement, provided that we must ensure that each of our Representatives to whom Confidential Information is disclosed is aware of its confidential nature and agrees to comply with this clause 15.2 as if it were a party to this agreement;
15.2.2. disclose any Confidential Information as may be required by law, any court, any governmental, regulatory or supervisory authority (including, without limitation, any securities exchange) or any other authority of competent jurisdiction to be disclosed; and
15.2.3. use Confidential Information only to perform any obligations under this agreement.
15.3. This clause 15 will bind us during the term of this Agreement and for a period of 5 years following termination of this Agreement.
16. Termination
16.1. Either of us may without prejudice to our other rights and remedies by notice in writing to the other immediately terminate this Agreement if the other:
16.1.1. is in material or persistent breach of any of its obligations under this agreement and if that breach is capable of remedy and the other has failed to remedy that breach within 10 Business Days after receiving a written notice requiring it to remedy that breach; or
16.1.2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986) or becomes insolvent or an order is made or a resolution passed for the administration, winding-up or dissolution of the other (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receivers, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other or the other enters into or proposes any composition or arrangement with its creditors generally or any analogous event occurs in any applicable jurisdiction.
16.1.3. Either of us may without prejudice to our other rights and remedies by notice in writing to the other immediately terminate this Agreement if the other ceases or threatens to cease carrying on business in the United Kingdom.
16.2. In the event of termination of this Agreement for any reason, each of us shall:
16.2.1. within 5 Business Days of such termination return (or, at the other’s option, destroy) all Confidential Information in our possession or under our control and all copies of such information; and
16.2.2. perform our respective obligations with respect to exit management as set out in this agreement.
16.3. Termination of this Agreement for whatever reason shall not operate to affect any provisions that expressly or by implication survive termination.
17. General
17.1. Compliance with law.
Each of us shall comply and shall (at our own individual expense unless expressly agreed otherwise) ensure that in the performance of our duties under this agreement, our employees, agents and representatives will comply with all applicable laws and regulations, provided that neither of us shall be liable for any breach to the extent that such breach is directly caused or contributed to by any act or default of the other or our employees, agents and representatives.
17.2. No partnership or agency.
We are independent businesses and are not partners, principal and agent or employer and employee and this agreement does not establish any joint venture, trust, fiduciary or other relationship between us, other than the contractual relationship expressly provided for in it. Neither of us shall have or will represent that we have, any authority to make any commitments on the other’s behalf.
17.3. Survival.
Any clauses in this agreement that are expressly stated, or by implication intended, to apply after expiry or termination of this agreement shall continue in full force and effect after such expiry or termination.
17.4 Variation.
No variation of this agreement shall be valid or effective unless it is in writing, refers to this agreement and duly signed or executed (as the case may be) by, or on behalf of, each of us.
17.5 Severance.
If any provision of this agreement (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of this Agreement shall not be affected.
17.6 Waiver.
17.6.1. No failure or delay by either of us in exercising any right, power or remedy provided by law or under this agreement shall act as a waiver of that right, power or remedy, nor shall it prevent or restrict any future exercise of that or any other right, power or remedy.
17.6.2. No single or partial exercise of any right, power or remedy provided by law or under this agreement shall prevent any future exercise of it or the exercise of any other right, power or remedy.
17.7. Notices.
17.7.1. Any notice given by you or me under this agreement shall:(a) be in writing and in English; and(b) be sent to the address set out in the parties clause on page 2 of this agreement.
17.8. Subcontracting
17.8.1. I may sub-contract any or all of my obligations under this agreement.
17.8.2. Ordinarily, I contract with subcontractors on the subcontractor’s normal terms of business whichmay not be entirely consistent with this agreement. If any delay or failure by a subcontractor properly to undertake subcontracted Services causes a delay or failure by me in performance of this agreement, it is agreed that:
(a) I shall use all reasonable endeavours to apply for your benefit all rights or remedies available from the subcontractor; and
(b) except to the extent the delay or failure is caused by my failure to use reasonable care and skill in the management or selection of a subcontractor, I shall not be in breach of this agreement and shall have no liability to you arising out of any such failure.
17.9. Rights of third parties
17.9.1. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Agreement.