Terms & Conditions

AGREEMENT

1. Definitions

1.1 The following terms apply to this Agreement:

"Agreement" means this Agreement including any Schedules, and any amendments to this Agreement made and agreed in writing; 

"Effective Date" means the date the last party signs 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);

"Term" means the term of this Agreement, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2; 

2.  Term

2.1 This Agreement shall come into force upon the Effective Date.

2.2 This Agreement shall continue in force for Six  months from the Effective Date, “the Initial Term”, subject to termination in accordance with Clause 8. 

3.  Services

3.1 The Coach shall provide the services to the Client in accordance with this Agreement with reasonable care and skill and to the standard expected for a coach delivering coaching services remotely. 

4.  Coaching Deliverables

4.1 The Coach shall provide one to one coaching services to the Client for a period of [six months]. The coaching shall include [coaching, mentoring and support services which are designed to support the Client in achieving growth within themselves and their business], “the Programme”.

4.2 The Client shall receive:

4.2.1 [Two private coaching calls each month, lasting 45 minutes each. Coaching calls shall be delivered remotely via Zoom (or similar). The time for the coaching calls shall be agreed between the parties and should be booked for the month ahead as early as possible. 

4.2.2 Voice message support via WhatsApp (or similar) to be utilised between 10am and 4pm GMT/BST Monday to Friday. Where possible the Coach shall respond to voice notes the same day].

4.2.3 2 X Strategy Sessions at the start and midway point, lasting 1 hour

4.3 It is anticipated that all coaching shall be delivered by Sarah Gittins  and Associate Coach Kathryn Hurley in accordance with the above framework and timetable. 

4.4. In the event that either the Coach or the Client are unable to attend the session due to illness, at least 24 hours’ notice must be given to the other party via email. Where possible any missed sessions will be rearranged as close as possible to the original session date. Where that is not possible, the session will be added to the end of the coaching term. 

4.5 Both parties accept and agree that in entering into the coaching term (the six months) they expect to be able to attend all sessions as agreed within the term. It is accepted that where coaching runs throughout August and December that coaching will pause for a period of two weeks and any sessions within those weeks will be added to the end of the term/added before and after the break period.

5.  Client Obligations

5.1 The Client accepts that as part of the Client’s participation in the Programme they may be required to  review and make decisions concerning their personal and home life, business and career, finances, lifestyle, education and development, and health and wellness, and that any such reviews, subsequent decisions, implementation and action will be the sole responsibility of the Client. The Client will be required to complete additional work outside of the Programme and put into action the Programme teachings

5.2 The Client accepts and understands that they are solely responsible for making decisions and taking  appropriate action as a result of any matters reviewed or discussed during the Programme and that the Coach shall not be liable for the Client’s failure to make decisions, put into action plans or strategy, or for any results whether direct or indirect arising out of the Client’s participation in the Programme.

5.3 The Client understands and accepts that engagement in the Programme, and acceptance of the services, is not a substitute for counselling or other therapy services. If the Client is currently undergoing medical or other professional help concerning their mental health then the Client should  inform their practitioner of the existence of this Agreement and the extent of the services being provided and inform the Coach if appropriate and relevant. Further, the Client is aware that the Coach cannot resolve medical issues nor treat disease and is therefore not a replacement for client’s therapist or physician. If the Client is presently under any form of psychiatric care or specialised medical supervision, the Client shall inform the Coach prior to working together.

5.4 The Client acknowledges that it is their responsibility to attend the coaching sessions as agreed and during  such sessions to participate fully, and communicate openly and honestly. Further, the Client acknowledges that they will be required to take specific action and implement advice given throughout the Programme and such action will be their responsibility. 

5.5 In the event the Client has any concerns as to the Coach’s delivery of the services or the Client’s participation in the Programme in any way, the Client agrees to notify the Coach of such concerns by  email as soon as possible. The Coach agrees that upon receipt of notification of such concerns that the Coach will use all reasonable efforts to work with the Client to resolve the Client’s concerns.

5.6 The Client understands that, once signed, this Agreement can only be cancelled or terminated in accordance with the relevant provisions contained within this Agreement and that refunds only apply as set out in Clause 7.

5.7 The Client confirms that all information provided to the Coach, including information which is personal and/or confidential, is true, correct, up to date and complete.

5.8 The Client agrees and understands that participation in the Programme does not guarantee results or success. As part of the Programme the Client will have access to information, resources, people and support all designed to benefit the Client but it is the Client’s responsibility to take action and to implement the information received, or methodologies shared.

5.9 The Client accepts and understands that any materials and information provided during the Programme and delivery of the services is for general information purposes only and does not constitute legal or financial advice.

5.10 The Client agrees to indemnify and hold harmless the Coach for any action taken against the Coach  due to the Client’s violation or disregard of:

5.10.1 any provision of this Agreement;

5.10.2 the Client’s participation in any way in the Programme.

6. Fees and Payments

6.1 The total cost of the Programme is £ (the “Fee”.) VAT is not charged. 

6.2 The Fee is due on the Effective Date and must be paid no later than 48 hours from that date. Payment of the Fee can be made in one payment of [£] or six equal payments of £ which can be spread across six months, with each payment being made on the same date each month. 

6.3 In accepting the terms of this Agreement, the Client agrees to pay the entire Fee. There will not be a refund, discount or option for part-payment of services if the Client decides not to proceed with the full Programme. Should the Client stop participating, monthly payments will still fall due and should be paid to the Coach until the entire Fee is paid.

6.4 If the Client does not pay any amount properly due to the Coach under this Agreement, the Coach will charge a fixed administrative fee of £150 for each late payment and the Coach reserves their right to suspend delivery of the services until all outstanding payments have been made. 

6.5 In addition to the late payment fee set out in Clause 6.4, 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 (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month) or claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

6.6 Should any payments become more than 14 days overdue, this shall amount to a material breach of the contract and the Coach reserves their right to terminate this Agreement and seek recovery of all outstanding fees immediately. The Client shall lose their place on the Programme and be responsible for any and all costs and fees, including legal fees, associated with the recovery of unpaid or outstanding fees. 

6.7 Should circumstances arise where the Client fails to pay and collection agencies are instructed, the Coach shall recover all additional fees including recovery agent costs and legal costs from the Client which are incurred to recover any sums, in addition to any outstanding fees. 

7.  Refunds and Cancellations

7.1 Should the Client change their mind about proceeding with this Agreement within the first 14 days of the Effective Date the Client shall be released from the Agreement and a refund provided, subject to clause 7.2 below. 

7.2 In the event that one or more coaching sessions have already taken place within the first 14 days following execution of the Agreement, 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), are valued at £150 per session. 

7.3 There is no obligation on the Coach to refund any amounts paid where cancellation requests are made following the 14 day cancellation period.

7.4 Should the Client wish to obtain a refund outside of the 14 day cancellation period they should set out their request in writing and send it to [email protected]

7.1 The Coach will provide the Services as set out in this Agreement with reasonable care and skill and within a reasonable time and for a reasonable fee as agreed between the Parties.

7.2 If the Client considers that the Services have not been provided in accordance with the provisions of this Agreement they are entitled to request a refund. All refund requests should be made promptly and sent via email. 

8. Termination

8.1 This Agreement may be terminated by either party providing written notice in accordance with the terms of this Agreement in the following circumstances:

8.1.1either Party commits a material breach, and if it is a breach being capable of remedy, the Party in breach fails to remedy the breach within 14 days of being notified of the breach by   the other Party; or

8.1.2 either Party commits a material breach which is incapable of being remedied.

8.2 The Coach will be entitled to limit the services or suspend, and/or terminate the Agreement without refund of any Fee, whether paid or remaining due, if the Coach reasonably determines that the Client:

8.2.1 is becoming disengaged, disruptive or if the Client impairs the participation or progress of the Programme and/or provision of the services. For the purposes of this Agreement the terms disengaged and disruptive shall be given their ordinary dictionary meaning and examples of such behaviour shall include, but not be limited to, displaying a lack of interest in the services, repeatedly missing sessions without reasonable justification or reason, failing to positively contribute to discussions during sessions or repeatedly ignoring or  failing to respond to emails or other messages, communicating in a way which is abusive or intended to offend the Coach; and/or

8.2.2 is failing to follow or abide by any of the terms set out within this Agreement or any other terms or guidelines as may be agreed whether such action constitutes a material breach or  not.

8.3 Upon termination for any reason, the Client’s access to all services, access to any private social media accounts or groups, and any other online resources, will be removed, unless expressly agreed  otherwise. The Coach will not be liable to the Client for any claims relating to the removal of that access.

8.4 In circumstances where the Client wishes to seek early termination, the acceptance of such a request shall be at the complete discretion of the Coach and such discretion is not required to be exercised. 

9. Intellectual Property 

9.1 By entering into this Agreement the Client hereby agrees and undertakes;

9.1.1 not to infringe any of the Coach’s copyrights, patents, trademarks, trade secrets or other  intellectual property rights;

9.1.2 that any confidential information disclosed by the Coach is confidential and proprietary and  belongs solely and exclusively to the Coach that disclosed it;

9.1.3 not to disclose such confidential information to any other person or use it in any manner other than in discussion during Programme sessions;

9.1.4 that all materials, information and any data provided by the Coach are the Coach’s confidential and proprietary intellectual property and belong solely and exclusively to them, and may only be used by the Client as expressly authorised by the Coach; and

9.1.5 the reproduction, distribution, and/or sale of any information or materials provided during provision of the services or at any time thereafter by anyone but the Coach is strictly prohibited. The Client agrees that in the event of any breach of their obligations contained in this Agreement then damages, loss or irreparable harm may arise and that in such circumstances the Coach will be entitled to seek relief, including injunctive relief against the Client.

9.1.6 to preserve and protect the Confidential Information of other Programme Participants and not to make any disclosures relating to information shared by third parties. 

9.2 As part of the delivery of the services the Coach may provide access to frameworks, materials and resources under licence. These materials shall include, but not be limited to, Programme handouts, workbooks, Programme materials and resources. 

9.3 The Coach will grant to the Client a personal, limited, non-transferable, non- exclusive, revocable licence to access and use the materials and resources provided as part of the Programme solely for  the Client’s business purposes and for the purposes as intended by this Agreement.

9.4 The Client must not use any of the materials or resources provided by the Coach during delivery of  the Programme for:

9.4.1 any commercial purpose or benefit without first obtaining the Coach’s express written permission and relevant licence if applicable;

9.4.2 any unlawful purposes, that could cause harm or distress to another person or could cause damage to our business or reputation.

10. Confidentiality, Privacy & Data Protection

10.1 To maximise the efficiency and results of the Programme the Client accepts that they will be encouraged to disclose personal and/or confidential information. The Coach understands and respects the value of such information and shall not, either directly or indirectly, communicate or disclose, make available to, or use for his/her benefit or the benefit of any other person or entity, the Client’s ideas, know-how, business practices, concepts and techniques, plans, trade secrets, and other confidential and/or proprietary information (collectively, “Confidential Information”) that the Client may disclose to the Coach or that may be disclosed as part of the provision of the services to which this Agreement relates.

10.2 Confidential information for the purposes of this Agreement excludes any information that:

10.2.1 was already known to the Coach before being provided with that information by the Client;

10.2.2 is already accessible in the public domain;

10.2.3 is provided to the Coach by a third party separately from this Agreement and without any  breach of the terms of this Agreement; or

10.2.4 is produced, developed or collated by the Coach independently of the Client and without any breach of the terms of this Agreement.

10.3 In the event information is provided to the Coach by the Client which causes the Coach to fear that  the Client is at risk of danger to themselves or others then in such circumstances the Coach will be permitted to disclose such information as is necessary for the protection of the Client or others.

10.4 This protection afforded to the Client within this clause may be superseded in the event that the Coach is subject to a relevant court or other forms of legal   or statutory order requiring disclosure by the Coach.

10.5 The Client acknowledges that calls and Sessions may be recorded for purposes of fulfilling this Agreement. No recording by the Client of any of the Programme Sessions or any live webinars or video resources that are shared by the Coach as part of the Programme is permitted without the Coach’s express consent. This is to protect the privacy of others.

10.6 The Client accepts that if feedback or success is shared with the Coach that this may be shared outside of the Programme in marketing material but in such instances will be anonymous unless the Client provides written permission to include their personal information. 

10.7 In respect of the services to be provided under this Agreement the parties agree that in relation to any information, whether confidential or not, that is shared between the Parties that they shall be individually responsible to comply with any and all relevant data protection laws and legislation.

10.8 Any information or data that is provided by the Client pursuant to this Agreement, including confidential information, will be maintained by the Coach and stored, accessed and processed in  accordance with recognised data protection legislation. For full details of how the Coach processes personal data, reference should be made to the Privacy Notice displayed at: Den Privacy Notice.pdf

10.9 The Parties agree to take appropriate steps to keep all information safe and secure and to protect against loss and destruction, including accidental, and any unlawful or unauthorised processing.

10.10 The Parties agree to provide a copy of all information held upon receipt of a proper and reasonable data request. Any such request shall be dealt with within a reasonable timeframe.

10.11 All documentation and information provided to the Coach during the course of the Programme will be  retained in accordance with relevant retention guidance for a period of no less than 6 years.

10.12 The obligations set out within this clause shall survive the termination of this Agreement.

11.0Use of Artificial Intelligence (AI) tools

11.1 At all times the Coach shall deliver their coaching service transparently and using the most appropriate tools to deliver the necessary outcomes for the Client. Where AI is being used, such as for recording, or notetaking, this shall be done in accordance with the Coach’s AI policy which may vary from time to time. For full details reference should be made to the AI Policy displayed at Den AI Usage Policy.docx.pdf

11.2 The Client agrees at all times to communicate with the Coach in a transparent manner and not via AI tools or by constructing AI responses. 

12. Liability

12.1 The Coach has made every effort to accurately represent the Programme and the services. Any testimonials and/or examples of results experienced are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on many factors,  including his or her background, dedication, desire, and motivation. As with any business endeavour,  there is an inherent risk of loss of capital and the Coach makes no guarantee, representation or warranty as to the outcome the Client may experience in connection with the services provided.

12.2 The Coach will not be liable to the Client for any indirect, consequential or special damages.

12.3 From time to time the Coach may refer to, introduce or utilise the services of expert coaches and advisors. The Coach shall not be liable for any of those services and makes no recommendations as to their suitability for the Client. 

12.4 None of the services shall be construed as medical, legal or financial advice and the Client should seek input from third party professionals should additional advice be required. 

12.5 In the event that damages are incurred by the Client as a result of the Coach’s default or violation of any of the terms of this Agreement, the Coach’s entire liability under this Agreement is limited to the amount paid by the Client to the Coach as at the time the loss is sustained.

12.6 During the term of this Agreement and at any time thereafter, the Client agrees to take no action  which is intended, or would reasonably be expected, to harm the Coach, their agents, employees,  contractors, or clients, or its or their reputation, or which would reasonably be expected to lead to  unwanted or unfavourable publicity to the Coach, their agents, employees, contractors, or clients.

12.7 In the event a dispute arises in connection with this Agreement and the provision of the services which is incapable of being resolved by mutual consent then the Parties agree to submit the matter for  mediation by an independent mediator. In the event a resolution is still not possible following mediation then legal action shall be commenced.

12.8 The Parties agree that they have adequate insurance cover to meet any liabilities that may arise in connection with this Agreement.

12.9 Nothing in this Agreement shall limit or exclude liability for: death or personal injury resulting in negligence, fraud or fraudulent misrepresentation nor shall it exclude any liabilities that may not be excluded under applicable law.

13. Notice

13.1 Where reference in this Agreement is made to the provision of a notice then any such notice shall be validly served if sent by email, or first-class post to the address of the other party as set out in this Agreement and shall be deemed served as follows:

13.1.1 if sent by email, upon receipt of a valid delivery notification, if prior to 5 pm UK time, or at 9 am the following business day;

13.1.2 if by post, on the second business day after posting.

13.2 The Client must ensure that their contact information is kept up-to-date and any change of address is communicated within 7 days.

14.  General

14.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

14.2 If 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).

14.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

14.4 Neither 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.

14.5 This 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.

14.6 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.

14.7 This Agreement shall be governed by and construed in accordance with English law.

14.8 The courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.