All capitalised terms will have the meaning set out in the Glossary unless otherwise stated elsewhere in the Agreement. This Agreement shall supersede and prevail over any previous correspondence, arrangements or agreements in respect of the Engagement.
1. Coach Obligations
1.1 Coach will provide the Coaching Services listed in Schedule 1 with reasonable skill and care to the timelines set out in Schedule 1. Items listed in Schedule 1 as “Excluded Services” shall not form part of the Coaching Services.
1.2 The Coaching Services will only apply to one 1 hour session.
1.3 In fulfilling the Coaching Services, the Coach will abide by all the provisions of this Agreement.
1.4 Coach agrees to maintain the ethics and standards of behaviour set by the International Coach Federation “(ICF)”. www.coachfederation.org/ethics including but not limited in respect of confidentiality obligations.
1.5 Coach will work with Client to foster an honest and open relationship in order to help Client reap as much benefit as possible from the Coaching Services. However, this is a collaborative process and Coach does not warrant or guarantee attainment of any goal, results or improvement, especially from one session.
2. Client Obligations
2.1 Client agrees that Coaching Services are not to be used as a substitute for professional advice by legal, mental health, medical or other qualified professionals and it will seek independent professional guidance for such matters. -Coach may use a diagnostic report such as Emotions & Behaviours at Work or DISC to further Client’s understanding of themselves. Any diagnostic is simply one way of looking at our preferences at work, a starting point for exploration and discovery and should not be taken as advice or consultancy.
2.2 Client is responsible for creating and implementing his/her own physical, mental and emotional well-being decisions, choices, actions and results. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease. Coaching is also not: consulting, mentoring, structured training or a way of someone else solving your problems for you.
2.3 Client understands that Coach needs a minimum of 48 hours notice to reschedule (not cancel) the session. If notice of less than 48 hours is given, Coach may reserve the right to charge additional Fees. For the avoidance of doubt, any cancellation of this Agreement will be subject to Clause 8.
3. Fees and Payment
3.1 All Fees (as set out in Schedule 1 and those applicable under Clause 2.3) payable under this Agreement will be made in British Pounds and via bank transfer or a payment processor such as Stripe in advance of any Coaching Services commencing.
3.2 Instead of terminating the Engagement, Coach reserves the right (but is not obliged to) to suspend Services until payment of any unpaid invoices has been made by Client.
4. Intellectual Property Rights
4.1 All Intellectual Property Rights that already exist in Coach Materials will remain the Coach’s property or that of its licensors.
4.2 Coach represents, warrants and agrees that any work it produces as part of the Coaching Services for the Client will be original to Coach and will not infringe any other third party’s Intellectual Property Rights. Similarly, Coach represents, warrants and agrees that, if it is not original to Coach, it has received all necessary consents and permissions for the purposes of the Coaching Services.
4.3 Client shall indemnify Coach against all claims, costs, expenses which Coach may incur and which arise directly or indirectly, from Client’s breach of any obligations under the Agreement including any claims brought against Coach alleging any Coaching Services provided by it infringe any Intellectual Property Rights or otherwise of any third party.
5.1 Both parties agree that they will:
(a) keep confidential all Confidential Information;
(b) not disclose any Confidential Information other than as allowed under this Agreement;
(c ) not use any Confidential Information in any way other than for the purposes allowed under this Agreement;
5.2 A party may disclose Confidential Information in the following situations:
(a) to any substitute, employee, sub-contractor, who needs to know it in order to deliver the Coaching Services so long as any such person is asked to sign and be bound by confidentiality obligations similar to those set out in this Clause 5;
(b) to any government or other regulatory authority or for safeguarding reasons or public interest reasons;
(c ) the Confidential Information is already in the public domain or given to you or us by a third party on a non-confidential basis;
(d) with other Coaching professionals during the Coach’s own supervision, in service of their learning & development as a coach and in line with the ICF ethical code (as referenced in Clause 1.5)
5.3 This coaching relationship, as well as all information (documented or verbal) that the Client shares with the Coach as part of this relationship, is bound to confidentiality by the ICF Code of Ethics but is not considered a legally confidential relationship (like in Medicine or Law). The Coach agrees not to disclose any information pertaining to the Client without the Client’s written consent. The Coach will not disclose the Client’s name as a reference without the Client’s consent.
5.4 Upon termination of this Agreement or breach of this Clause 5 and Clause 8.3 shall immediately apply.
6. Coach Business Status
6.1 Coach shall at all times have the status of an independent contractor and shall be responsible for all income tax and national insurance contributions or similar taxes in respect of any Fees paid to it for the Coaching Services provided.
6.2 Coach will be responsible for all personal expenses and VAT unless otherwise agreed in writing.
6.3 Nothing in this Agreement shall create any partnership, joint venture, or agency or employment relationship between you and us – other than the contractual relationship provided by in this Agreement.
6.4 The engagement of our Coaching Services does not create a continuing relationship between the parties. Coach can work with other clients just as Client can engage other companies or consultants for similar work.
6.5 Whenever possible, Coach will use its own equipment, materials and resources to carry out the Coaching Services.
6.6 No mutual obligations shall be created by either party to offer or accept any further work from each other and therefore, no continuing relationship will be created or implied.
7. Limitation of Liability
7.1 Subject to Clause 7.1, Coach will not be liable to Client for any loss of profit, indirect, special or consequential loss or damages.
7.2 Nothing in this Agreement will exclude or limit our liability for death or personal injury resulting from Coach’s negligence, fraud or fraudulent misrepresentation or other form of liability that cannot be excluded or limited by law.
7.3 Subject to Clauses 7.1 and 7.2, Coach’s total liability to Client in respect of any claims arising out of, or in connection, with the Engagement and this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall be limited to the total Fees for the Engagement to which the claim relates.
8. Term and Termination
8.1 Without affecting any other right or remedy available to either party, either party may terminate the Engagement immediately in writing if:
8.1.1 the other party breaches any provision of this Agreement and fails to remedy such breach within 30 calendar days after being given written notice of the breach and requiring it to be remedied; and
8.1.2 either party ceases trading, goes into receivership, voluntary administration, bankruptcy, liquidation, has a secured creditor take possession of its assets or anything similar to any of the aforementioned.
8.2 If Client has engaged Coach in a personal capacity, Client may be entitled to a 14 day cooling off period during which Client may cancel the Agreement in circumstances set out in the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013. Any cancellation of the Agreement under this Clause 8.2 should be in writing. If, as specified in Schedule 1, Client has agreed in writing for Coach to begin Coaching Services before the end of the 14 day period, Coach will be entitled to be paid for work done prior to any subsequent cancellation under this Clause.
8.3. Upon termination or end of the Engagement for any reason:
8.3.1 any sum owing to Coach under this Agreement shall become immediately payable including any amounts earned for work done prior to any termination but not yet payable;
8.3.2 any Confidential Information shall be promptly returned to the relevant party or destroyed with a certificate of such destruction issued to the other party;
8.3.3 termination will not affect any other right or remedy available to the party choosing to terminate the Engagement; and
8.3.4 Clause 5 shall survive the termination of any Engagement or these Terms.
9. Force Majeure
Coach shall not be liable for any failure or delay in performing our obligations where such failure has arisen from an event beyond its control. Such events include but are not limited to: power failure, internet service provider failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, epidemics, pandemics, acts of war, governmental action or any other event that is beyond Coach’s control.
10. Data Protection
10.1 All personal information that Coach may use will be collected, processed and held in accordance with the Data Protection Legislation.
10.2 For complete details of how Coach manages, keeps and processes personal data, please refer to Coach’s privacy notice available upon request. Client acknowledges that it has read, understood and agreed to the privacy notice and consents to the Coach processing, storing and sharing its personal data in accordance with such privacy notice.
11. Other Important Terms
11.1 Neither party gives up its rights if it fails or delays in exercising any of its rights under this Agreement , and similarly no waiver by either party of a breach of any provision of the Agreement shall be deemed to mean it will allow any subsequent breach of the same or any other provision to be waived.
11.2 If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of the Agreement. The remainder of the Agreement shall be valid and enforceable.
11.3 No one other than a party, their transferees, successors or assignees, shall have any right to enforce any of its terms and accordingly the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
11.4 Each party acknowledges that, in entering into the Engagement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
11.5 All notices sent under this Agreement to the other party shall be in writing and sent via email. All such notices will be deemed delivered immediately so long as there is no bounce back reply sent to the sender.
11.6 As the Coach is a member of a professional body International Coaching Federation (ICF) if Client has any complaints about the conduct of the Coach they can access the ICF ethical conduct review process ECRProcess.pdf (coachfederation.org).
11.7 The parties agree that any dispute arising between them shall first be attempted to be resolved between the parties. The disputing party will inform the other party in writing within 14 calendar days of the dispute arising and the parties will work together to resolve the dispute before referring it to an arbitrator. The parties will agree on the arbitrator of their choice, failing which one will be appointed by the Law Society. Any decision of the arbitrator will be final and binding on the parties.
11.8 This Agreement shall be governed by and construed in accordance with the laws of England and Wales. Any dispute, proceedings or claim between the parties relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of England and Wales.
In this Agreement, the following words and phrases shall have the following meaning:
|means, between 9am and 5.30pm on any day (other than Saturday or Sunday) on which ordinary banks are open for their full range of normal business in England;
means the materials used by Coach as specified in Schedule 1 ;
|“Confidential Information”||means, in relation to either party, information which is disclosed to that party by the other party pursuant to or in connection with the Engagement(whether orally or in writing or any other medium, and is expressly stated to be confidential or marked as such);|
|means 1) unless and until EU Regulation 2016/679 General Data Protection Regulation (“GDPR”) is no longer directly applicable in the UK, the GDPR and any national implementing
laws, regulations, and secondary legislation (as amended from time to time), in the UK and subsequently 2) any legislation which succeeds the GDPR;
|“Intellectual Property Rights”||means (a) any and all rights in any patents, trade marks, service marks, registered designs, applications (and rights to apply for any of those rights), trade, business and company names, internet domain names and email addresses, unregistered trademarks and service marks, copyrights, database rights, know-how, rights in designs and inventions; (b) rights under licences, consents, orders, statutes or otherwise in relation to a right in paragraph (a);(c) rights of the same or similar effect or nature as or to those in paragraphs (a) and (b) which now or in the future may subsist; and (d) the right to sue for past infringements of any of the foregoing rights;|