SPRINGBOARD SESSION AGREEMENT
Agreed terms
1. TERM OF ENGAGEMENT
1.1 You are engaging me to provide coaching services (Services) on the terms of this agreement.
1.2 This contract between us will commence on the date you sign this agreement and will continue until the Services have been fully provided.
2. VIP SESSION AND CANCELLATION
2.1 The VIP Springboard Session will last for 2 hours and will take place online.
2.2 No refunds are permitted for the Springboard Session.
2.3 You may cancel the Services by notice in writing to me, by email or by telephone.
2.4 If you cancel the Services then you must pay the following cancellation fees:
(a) no cancellation fee if you cancel the Services more than 15 working days before the date of the session; and
(b) the full fee if you cancel the Services on or less than 15 working days prior to the date of the VIP session.
2.5 I may postpone the Services upon notice to you of at least 24 hours, in which case, we will re-schedule the VIP session at the earliest mutually convenient time.
2.6 I will ask you to complete a questionnaire in advance of our VIP session and you will provide true and accurate answers to the questions.
3. MY DUTIES
3.1 I shall provide the Services with due care, skill and ability.
3.2 Other than as set out in clause 3.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, I do not guarantee any particular results.
3.3 If for any reason I am unable to provide the Services at the agreed time (due to illness, traffic problems or any other reasons), I will provide you with as much notice as possible and we shall reschedule the Session for a time mutually agreed.
4. FEES
4.1 In consideration of me providing the Services to you, you will pay me a fee for the Springboard Session of €500.
4.2 I will invoice you in full for the fees set out in this Clause 4 in advance on your confirmation that you want to proceed with the Services.
4.3 You shall pay each of my invoices in full and in cleared funds within 7 days of the date of the invoice to the bank account nominated in writing by me.
4.4 You shall be responsible for all travel, accommodation and other subsistence costs and all other expenses incurred by you in connection with your participation in the Services.
4.5 Without prejudice to any other right or remedy that I may have, if you fail to pay me on the due date, I may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of HSBC, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and you shall pay the interest immediately on demand; and
(b) suspend all Services until payment has been made in full.
4.6 All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause 4.6 is without prejudice to any right to claim for interest under the law, or any such right under this agreement.
5. CONFIDENTIAL INFORMATION
5.1 I acknowledge that in the course of providing the Services I will have access to Confidential Information (as defined in clause 16).
5.2 I agree not to (except in the proper course of my duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:
(a) any use or disclosure authorised by you or required by law;
(b) any use or disclosure which I in my absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; or
(c) any information which is already in, or comes into, the public domain otherwise than through my unauthorised disclosure.
6. DATA PROTECTION AND INTELLECTUAL PROPERTY
6.1 You acknowledge and agree that your personal data will be processed by and on behalf of me as part of me providing you with the Services.
6.2 I am the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that I use in relation to the Services and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.
6.3 You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that I use in the Sessions.
6.4 I grant to you a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used for the purposes for which the Services were provided only.
6.5 You may not without my prior written consent make any audio or visual recordings of all or any part of the VIP session.
7. OBLIGATIONS ON TERMINATION
7.1 On or before the date of termination of this agreement, you shall immediately pay any unpaid fees or other sums payable under this agreement.
7.2 Termination of this agreement shall not affect the accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this agreement, including the right to claim damages in respect of any breach of the agreement that existed at or before the date of termination.
7.3 Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of this agreement, including the following clauses: clause 5 (Confidential Information), this clause 7, clause 9 (Limitation on liability) and clause 15 (Governing law and jurisdiction).
8. STATUS
The relationship between us will be that of independent contractor and nothing in this agreement shall render me your employee, worker, agent or partner.
9. LIMITATION ON LIABILITY
9.1 Nothing in this clause 9 shall limit my liability for death or personal injury caused by my negligence or for my fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.
9.2 I shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement and me providing the Services.
9.3 My total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by you for the Services.
9.4 If I am prevented from or delayed in performing my obligations by your act or omission or by any circumstance outside of my control, I shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay.
9.5 The provisions of this clause 9 shall survive termination of this agreement.
10. FORCE MAJEURE
I shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond my reasonable control.
11. ENTIRE AGREEMENT AND PREVIOUS CONTRACTS
You acknowledge and agree that:
(a) this agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent);
(b) in entering into this agreement you have not relied on any Pre-Contractual Statement (as defined in clause 16).
12. VARIATION
No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of us.
13. COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
14. THIRD PARTY RIGHTS
14.1 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 term of this agreement.
14.2 The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.
15. GOVERNING LAW AND JURISDICTION
15.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law.
15.2 The parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
16. INTERPRETATION
16.1 The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).
Confidential Information: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information that I obtain in connection with the provision of the Services and (ii) the fact that I am providing the Services to you.
Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the provision of the Services other than as expressly set out in this agreement.
16.2 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
16.3 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
16.4 Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
