Charlotte Elmer Coaching Ltd (t/a Elmer Coaching) – The Company
COACHING TERMS AND CONDITIONS
1.Definitions and Interpretation
In these terms and conditions the following expression will have the following meanings:
“Coaching” means Coaching as described in the Programme and in section 5 for non-Programme Coaching
“Coach” means the person who provides Coaching for the Programme
“Programme” means a finite set of training modules delivered through a mixture of webinars, downloads, templates and coaching calls
“Intellectual Property Rights” means
(a) any and all rights in any patents, trademarks, service marks, registered designs, applications (and rights to apply for any of those rights) trade, business and company names, internet domain names and e-mail addresses, unregistered trademarks and service marks, copyrights, Programme materials, 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;
2.1 These Terms and Conditions contain the entire agreement between us and supersede any prior agreement between us relating to their subject matter.
2.2 These Terms and Conditions are for the delivery of the Programme to a business and you warrant that you are not a consumer.
2.2 These Terms and Conditions will apply from the date hereof and will continue to apply in relation to any additional Programmes we agree to supply to you.
2.3 No amendment to these Terms and Conditions will be effective unless evidenced in writing and signed by both of us
2.4 Nothing contained within these Terms and Conditions will constitute the relationship of employer and employee between You and the Company nor will it constitute any partnership or other legal arrangement between us not contemplated by these Terms and Conditions
3.Obligations of The Company
3.1 The Company will:
3.1.1 provide a Coach capable of presenting the Programme.
3.1.2 deliver the Programme with reasonable skill and care
3.1.3 provide an alternative Coach and will make alternative arrangements with you if for any reason the Coach assigned to any Programme is not available and the non-availability of a Coach will not entitle you to take any action for breach of the agreement between us
3.2 You accept that the Company does not warrant that it will always be able to supply a Coach to deal with or complete any Programme within a specific period of time and that time is not of the essence in the delivery of the Programme.
3.3 The Company has the right, at its sole discretion, to change the content of any of the Programme, how the Programme is delivered, the dates upon which each part of the Programme is provided and the Coaches.
4.1 You must supply the Company with details of any pertinent information, special educational needs or behavioural considerations of the person to receive the Coaching before the Programme has started.
4.2 You acknowledge and agree that:
4.2.1 The person undertaking the Programme will attend and participate in all parts of that Programme no matter how it is provided and will complete all and any assignments that are required to be completed as part of the Programme; and
4.2.2 The Company cannot guarantee that any participant will achieve any specific result as a result of taking the Programme
4.3 If the Company requires any input from you whilst delivering the Programme you will provide the same in a reasonable and timely manner.
4.4 Any delay in the provision of the Programme resulting from your failure or delay in complying with any of the provisions of this Clause 4 will not be the responsibility or fault of the Company.
4.5 You warrant that you are not a consumer and that your subscription to any service we offer relates to your business.
5.Coaching Procedure (non-Programme coaching)
5.1 The coaching schedule will be arranged between Elmer Coaching and the client and can be booked up to three months in advance. Elmer Coaching will recommend the frequency of coaching sessions based on a professional assessment of the client’s requirements. This recommendation, or plan, is not binding and may be altered and adjusted throughout the coaching journey by mutual agreement, in accordance with the terms set out in this agreement.
5.2 Where more hours are required the number of coaching sessions will be agreed at the start of coaching between Elmer Coaching and the client, and confirmed by Elmer Coaching by email or written correspondence.
5.3 The first session is a 1.5 – 2.5 hour session in order to fully understand the business, the challenges and the desired direction. Thereafter the length of each session is agreed between Elmer Coaching and the client at the commencement of the previous session.
5.4 Coaching will take place between the client and their coach face-to-face (venue by mutual agreement), via Skype (client calls coach), or by telephone (client calls coach). Face-to-face coaching will take place in the offices of Elmer Coaching or at a mutually agreed venue. Where coaching takes place at a mutually agreed venue the client will be liable for any costs incurred by Elmer Coaching at that time. Unless otherwise agreed, the client is responsible for telephoning Elmer Coaching at agreed times.
5.5 Elmer Coaching may assign the client tasks or exercises to complete between coaching sessions. There is no obligation on the client to complete these tasks, but not doing so may slow the client’s progress in achieving the desired business or personal outcomes.
5.6 Where possible, clients are requested to submit any information requested by Elmer Coaching relating to assignments at least 24 hours before the coaching session when they are to be discussed. Elmer Coaching will provide feedback on completed tasks and actions during coaching sessions.
5.7 The client may contact Elmer Coaching by phone or email between sessions to share a success or seek clarification on a coaching issue.
Support between sessions is seen by Elmer Coaching as a necessary part of the coaching process, but is on a fair usage basis.
– Calls over 10 minutes in duration will be taken out of the retainer hours.
– If there are daily calls under 10 minutes, then these too will be accumulated and taken out of the retainer hours.
– The same applies to emails – Emails that require involved answers, the time taken to answer the emails will be taken out of the retainer hours too, at the discretion of Elmer Coaching.
5.8 Elmer Coaching will always advise a client in advance if the nature of a client’s contact is likely to incur an additional charge, and no such charges will be imposed without the client’s agreement.
6.Fees and Payment
6.1 Programme fees
6.1.1The Fee will be the fee advised to you before we accept you on a Programme
6.1.2 Once paid none of the Fees or any part of it is refundable
6.2 Coaching fees
The minimum commitment to working with Elmer Coaching outside the Programmes is three months. Additional sessions can be booked thereafter based on what the client and Elmer Coaching agree, but each new ‘contract’ is for a three month period.
6.2.1 The minimum coaching commitment per month is two hours.
6.2.2 Full payment is due within seven days of completion of each month.
6.2.3 Where a client opts for a monthly retainer, the hours cannot be carried forward to the following month and the full sum is payable.
6.2.4 If the client needs to rearrange a coaching session, they should provide at least 48 hours’ notice. Payment may still be required if a session is cancelled with less than 48 hours’ notice (and subject to section 6.IV). If more than one session is cancelled, Elmer Coaching reserves the right for payment to be made in advance. In that situation no refunds will be given to clients for unused coaching sessions and is subject to section 6.2.3
6.3 Mastermind Group fees
The minimum commitment to working in a Mastermind group is three months and attendance is expected at all sessions in order to not let down fellow group members.
6.3.1 The fee includes the facilitation fee and the venue fee
6.3.2 The full payment is due prior to each session
6.4 In exceptional circumstances Elmer Coaching may need to rearrange a coaching session; in these circumstances Elmer Coaching will use reasonable endeavours to provide a mutually satisfactory alternative appointment for the client.
6.5 The Company may charge interest on any sum not paid within 5 working days of its due date at a rate 4% above the base rate.
7.Cancellation and Termination
7.1 Either party may give notice in writing to the other terminating the agreement between us with immediate effect if:
7.1.1 the other party commits any material breach of any of the terms of these Terms and Conditions and that breach (if capable of remedy) is not remedied within 5 Working Days after notice being given requiring it to be remedied;
7.1.2 the other party becomes bankrupt, insolvent or becomes the subject of a receiving or winding-up order, makes any composition with its creditors or has an administrative receiver appointed over all or part of its undertaking or assets, or either the Company ceases, or threatens to cease, to carry on business.
No refund will be given in these circumstances
7.2 The client may terminate their coaching contract at the end of three months but giving one month’s notice in writing. Any monies owed at the time of cancellation will become due immediately. Refunds on payments made against future sessions will be at the discretion of Elmer Coaching.
7.3 In exceptional circumstances, such as illness or unavailability due to bereavement or other commitments, inappropriate behaviour by the client, actual or potential conflict of interest, or other reasons, Elmer Coaching can decide to terminate the service to the client early or refuse or be unable to provide further coaching sessions to the client. In such a circumstance the client will be given reasonable notice of termination by Elmer Coaching where practicable, and will be refunded any advance payments made for coaching sessions not yet provided.
7.4 There may be occasions when Elmer Coaching may recommend to the client that they seek an alternative service more suited to their current needs. In this event Elmer Coaching will fully discuss the reasons for the recommendation with the client. It is the client’s sole responsibility to decide whether to follow the recommendation and Elmer Coaching does not accept any liability for the outcome of any decisions the client chooses to make.
8.Intellectual Property Rights
8.1 The Company will retain ownership of any and all Intellectual Property Rights that may subsist in anything produced by the Company in the Programme of providing the Programme. Throughout the term of the agreement between us, the Company will be deemed automatically to grant a royalty-free, non-exclusive licence of any and all such rights to the Client to use the same in accordance with these Terms and Conditions.
8.2 The Company will assert all moral rights arising out of Chapter IV of the Copyright, Designs and Patents Act 1988.
9.1 If you have a complaint against the Coach or against the Company you must inform the Company of that complaint in writing within 24 hours of the occurrence that gave rise to it.
9.2 Neither the Company any of its staff nor any Coach will be liable to you for any loss, injury, damage, expense or delay incurred or suffered by you or the individual receiving the programme or coaching arising directly or indirectly from or in any way connected with the programme or coaching or with any failure by the Company to introduce or supply a Coach and, in particular, but without limitation to the foregoing, any such loss, injury, damage, expense or delay arising from or in any way connected with:
9.2.1 failure of the Programme to meet your requirements; and
9.2.2 any act or omission of a Coach, whether wilful, negligent, fraudulent, dishonest, reckless or otherwise.
PROVIDED THAT nothing in this clause 9 will exclude or restrict the liability of The Company or the Coach to you or any other person for death or personal injury resulting from negligence or for fraudulent misrepresentation or in any other circumstances where liability may not be so limited under any applicable law.
10.1 You acknowledge and agree that neither the Company nor the Coach is qualified to give legal, accountancy or any other professional advice and that any advice given is generic in nature and that you will at all times seek full independent professional advice before taking any action on any such advice tendered by the Company
10.2 The Company does not and cannot guarantee that you will receive any specific results from the Programme or any action you take as a result of having taken the Programme and you acknowledge and accept that any results you achieve are dependent upon your having completed the Programme successfully and correctly applying the techniques and advice it provides in a way which is suitable for the business you operate and that the Company has no control of your use of the advice it offers.
11.1 Both you and the Company will comply with their respective obligations under the Data Protection Laws and The Company’ Data Protection Policy at all times.
11.2 The Company will procure that each of their Coaches will also comply with their respective obligations under Data Protection Laws and the Company’ Data Protection Policy at all times.
11.3 By entering into an agreement with us you consent on your own behalf and on behalf of the individual undertaking the Programme to the use by the Company and the Coach of all personal data you supply to the Company and required for the purpose of providing the Coaching.
11.4 For the purposes of these Terms and Conditions:
11.4.1 “Data Protection Laws” means the Data Protection Act 1998, as well as any applicable statutory or regulatory provisions and all European Directives and regulations in force from time to time relating to the protection and transfer of personal data; and
11.4.2 “Data Protection Policy” means any obligations relating to data protection and/or personal data which can be obtained direct from the Company or from its website.
12.Relationship of the Parties
Nothing in these Terms and Conditions nor in the agreement between us will constitute or be deemed to constitute a partnership, joint venture, agency or other fiduciary relationship between the parties other than the contractual relationship expressly provided for in these Terms and Conditions.
13.Programme and Sub-Contracting
13.1 You may not assign, mortgage, charge or sub-licence or otherwise delegate any of your rights under these Terms and Conditions, or sub-contract or otherwise delegate any of your obligations without the written consent of the Company, such consent not to be unreasonably withheld.
13.2 The Company may perform any of the obligations undertaken by it through any other member of its group or through suitably qualified and skilled sub-contractors. Any act or omission of such other member or sub-contractor will, for the purposes of these Terms and Conditions, be deemed to be an act or omission of the Company.
14.1 No modification of or variation to these Terms and Conditions will be effective unless in writing and signed by or on behalf of each of the parties hereto.
14.2 If any provision of these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions hereof and the remainder of the provision in question will not be affected thereby.
14.3 Any waiver of any breach of or default under any of the terms of these Terms and Conditions by the Company will not be deemed a waiver of any subsequent breach or default and will in no way affect the other of these Terms and Conditions.
14.4 The Company will be entitled to transfer or assign the benefit and/or burden of the agreement between us.
14.5 The expiration or termination of the agreement between us, howsoever arising, will not operate to affect such of the provisions of these Terms and Conditions as are expressed to operate after termination.
14.6 Any notice to be given by one party to the other hereunder will either:
14.6.1 be communicated verbally initially and confirmed in writing immediately
14.6.2 be communicated directly in writing and sent (either by post or electronic means) to the address for each party notified by one party to the other from time to time
14.7 The agreement between us does not create any rights or benefits enforceable by any person not a party to it (within the meaning of the Contracts (Rights of Third Parties) Act 1999).
14.8 Neither party will have any liability under or be deemed to be in breach of these Terms and Conditions for any delays or failures in performance of the agreement between us which result from circumstances beyond the reasonable control of that party. The party affected by such circumstances will promptly notify the other party in writing whether such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 2 weeks, either party may terminate the agreement between us by notice in writing to the other party whereupon the agreement between us will forthwith terminate.
14.9 You confirm that the email address you supply to the Company will remain valid for communications during the currency of the agreement between us and agree to furnish the Company with an alternative address if that email address becomes invalid.
15.Governing Law and Jurisdiction
15.1 These Terms and Conditions and the agreement between us and any dispute or claim arising out of or in connection with it will be governed by and construed in accordance with English law.
15.2 The courts of England and Wales will have exclusive jurisdiction to settle any dispute or claim arising out of these Terms and Conditions and the agreement between us.