MTB Coaching Terms
1. TERMS OF ENGAGEMENT
You are engaging me as a success and business coach to provide coaching services (Services) to your business on the terms of this agreement.
Since I only provide coaching to businesses and to individuals in the context of their business or profession, consumer protection legislation does not apply to this agreement.
This agreement between us will commence on the date you agree and will with MTB One-on-one Coaching continue until the end of the coaching package 4 months after date of agreement and will move to a month to month commitment unless terminated earlier by either of us in accordance with clause 7.
Any cancellation of service provided in month to month agreement will be requested with 30 day's notice of intent to cancel via email to email@example.com
This agreement between us will commence on the date you agree and will with MTB Initial Coaching Sessions continue until new agreement is made for continued coaching.
Each zoom coaching appointment at which the Services are provided (Session) will last for the time specified in the coaching outline and will take place over zoom.
I require 24 hours’ notice excluding weekends if you wish to reschedule a session. Sessions rescheduled with less notice than this will be forfeited. In case of a short notice emergency please text me at (801)893-2935
Clients are required to submit their pre questionnaire no later than 24 hours before the Session.
Where Sessions are held in third party venues, you agree to comply at all times with such venue’s policies and rules in relation to the venue (particularly fire safety and health and safety rules). You will be required to leave the venue if you do not comply with their policies and rules (and I shall not be obliged to refund you any amounts paid in relation to such Session).
You are responsible for your own belongings that you take to a Session and neither I nor any third party venue will be liable for any loss, damage, theft or destruction of any of your belongings.
You agree to reimburse me in full and indemnify me against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions while at a third party venue.
REFUND POLICY: Upon execution of this agreement, you shall be responsible for the full extent of the Fee specified on Page 1. If you cancel attendance at the MTB One-On-One Coaching or any Session, including in-person sessions, for any reason whatsoever, you will receive no refund.
RESCHEDULING POLICY: Subject to 2.9 below, either party may rearrange a Session at least 24 hours prior to the start of the Session, to be rescheduled at a mutually convenient date.
CONDUCT OF CLIENT
I will ask you to complete a welcome questionnaire in advance of our first Session and you will provide true, complete and accurate answers to the questions. Providing this information is essential to the success of the coaching.
Arrive on time for your Sessions. If you are late any time will be deducted from your Session time. I will wait 10 minutes for you to arrive and if you do not arrive within this time, or notify me you are coming late, your Session will be forfeited.
Please ensure child care for sessions & distractions are kept to a minimum during your coaching Session. This supports your coach in being focused and giving you the best possible service, and you in receiving the most from your Sessions.
Please advise me, with as much notice as possible, when you have travel planned or need to change a Session. I recommend you keep the momentum going wherever possible by committing to your booked sessions as it will support your progress and results.
3. DUTIES OF COACH
I shall provide the Services with due care, skill and ability.
You have email, Marco Polo & text access to me for support & short answers to your questions for the duration of your contract. I aim to get back to you within 24-48 hours on weekdays. For replies requiring more than 10 minutes timee, I recommend you raise the query at your next coaching session.
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, although I fully expect great things to happen as a result of our Sessions, I cannot guarantee any specific results or that all clients will achieve the same results.
Coaching is not therapy or counseling. It may involve all areas of your life. You acknowledge that deciding how to handle any issues which may arise, the choices you make in relation to them and following through on any agreed action is exclusively your responsibility.
Coaching does not treat mental disorders and is not a substitute for counseling, psychotherapy, psychoanalysis, mental health care or medical treatment of any kind. By entering into this agreement you confirm that you will not use it in place of any form of therapy.
If you are currently receiving treatment from a doctor or other healthcare professional, by entering into this agreement you confirm that you have consulted with this person regarding the advisability of working with a coach and that this person is aware of and supports your decision to proceed with the program.
You will keep me informed of any changes to your medical health or personal circumstances.
If for any reason I am unable to provide the Services at the agreed time, I will provide you with as much notice as possible and we shall reschedule the Session for a time mutually agreed.
I may need to reschedule Sessions according to travel schedule/commitments and whilst every effort will be made to accommodate you at your preferred time, please note this may not always be possible. Advance notice will be provided in this instance and your Session rescheduled.
In consideration of me providing the Services to you, you will pay the Fee specified on your Memberspace sign up plan. Accessible at www.misstarabrooke.com
If you contact me between scheduled Sessions then I will provide a short email response to you free of charge. If however I consider that more time is needed to deal appropriately with your communication then I may either:
advise you to arrange an additional Session (at my then current hourly rate); or
inform you of the time I would need to spend in responding to you and the Fee which would be payable by you for such a response. I will obtain your prior approval to such Fee before incurring it.
If you are on a payment plan, you will be automatically billed on the calendar date each month the day on your sign up. If your payment is not captured, I reserve the right to invoice you immediately for the whole of the outstanding balance and payment for that invoice will be due by return.
You shall pay each of my invoices in full and in cleared funds within 3 days of the date of the invoice either by bank transfer to the bank account nominated in writing by me, or by PayPal.
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 live sessions.
Without prejudice to any other right or remedy that I may have, if you fail to pay me on the due date, I may:
charge interest on such sum from the due date for payment at the annual rate of 5% above the base rate from time to time of MTB Business, 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
suspend all Services until payment has been made in full.
All sums payable under this agreement shall become due immediately on termination of this agreement, despite any other provision. This clause 4.7 is without prejudice to any right to claim interest under the law, or any such right under this agreement.
5. CONFIDENTIAL INFORMATION
I acknowledge that in the course of providing the Services I will have access to Confidential Information (as defined in clause 16).
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:
any use or disclosure authorized by you or required by law;
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
any information which is already in, or comes into, the public domain otherwise than through my unauthorized disclosure.
As is good practice in coaching, I undertake my own coaching. You agree that I may disclose any issues which arise out of the Sessions with my own coach, supervisor and/or supervision group but I agree only to disclose such issues on a general basis and without disclosing your name.
You may disclose to third parties such information about the Sessions as you wish.
6. DATA PROTECTION & INTELLECTUAL PROPERTY
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.
I am the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that I use within the sessions 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.
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.
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 in the sessions for private personal use, and for the purpose for which the sessions were provided only.
You may not without my prior written consent make any audio or visual recordings of all or any part of our sessions. You hereby consent to recordings being made of any sessions by me, and these will be provided to you for your own personal use on request.
NON DISPARAGEMENT: In the event of a dispute between us both, we both agree that they neither of us will engage in any conduct or communications, public or private, designed to disparage the other.
Either you or I may terminate this agreement immediately if:
(i) the other party commits any material breach of the terms of this agreement and, in the case of a breach capable of being resolved, the breach is not resolved within 30 days of a written request to do so. The written request must expressly refer to this clause and state that this agreement will be terminated if the breach is not resolved; or(ii) the other party commits or threatens to commit or is threatened with any act of insolvency under the Insolvency Act 1986.
On or before the date of termination of this agreement, you shall immediately pay any unpaid Fees or other sums payable under this agreement.
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 which existed at or before the date of termination.
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).
The relationship between us will be that of independent contractor and nothing in this agreement shall render me your employee, worker, agent or partner.
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.
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 or 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.
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 Sessions.
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.
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 & PREVIOUS CONTRACTS
You acknowledge and agree that:
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);
in entering into this agreement you have not relied on any Pre-Contractual Statement (as defined in clause 16).
No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of us.
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
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.
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 & JURISDICTION
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.
The parties irrevocably agree that the courts of the United States of America 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).
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.
Intellectual Property Rights : any and all copyright, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, rights in software, the right to sue for passing off, domain names and all similar rights and, in each case whether registered or not, including any applications to protect or register such rights, whether vested, contingent or future and wherever existing.
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.
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.
Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.
MTB BB INsiders TERMS & CONDITIONS
TERMS OF BUSINESS
Summary of Key Terms
Contents of MTB BB Insiders - see website www.misstarabrooke.com
Membership fee is due at sign up & will be a month to month payment charged on the calendar date of sign up each month of membership.
1. APPLICATION OF THESE TERMS
These terms and conditions (“Terms”) apply to Group Coaching Programs, MTB BB Insiders & Initial Coaching Sessions with MTB Business.
The agreement for you to participate in a particular program is made when you sign up & pay for access to MTB BB Insiders or an Initial Coaching Session with MTB and is governed by these Terms and continues until it ends in accordance with these Terms. Where you are a corporate entity, “you” in these Terms includes your officers and employees and you warrant that your officers and employees will comply fully with these Terms.
Programs are provided on a ‘business-to-business’ basis, supporting your trade, business, craft or profession.
Definitions: In these terms:
a) “Terms” means these Terms of Business;
b) “Contract” means the contract between us, formed as described in clause 1.2 above;
c) “Session” means a group coaching session in which a number of our clients are participating simultaneously, whether in person (i.e. live in the same room), or over Zoom, or online, as specified;
2. THE MTB BB Insiders
Project scope: Our aim is to respond accurately and supportively to the development and achievement of your business objectives within the membership you have picked to join. However, successful outcomes will require commitment from you. We cannot guarantee particular results, although we can assure you of our commitment to successful completion of our coaching relationship.
You must be aged 18 or over to participate in the membership.
All our memberships are subject to availability, offered for purposes of guidance and assistance, and given at our discretion and convenience. We reserve the right to refuse access to the membership at our sole discretion.
3. OUR COMMITMENTS
We will provide the Services with reasonable care, skill and ability. Apart from that, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, we cannot and do not guarantee any particular results. Best results will be achieved by those with an open heart and mind who take action.
Sessions will start and finish on time, regardless of when you join a Session.
If we have to reschedule any Session, we will provide you with as much notice as possible of changes.
Coaching Sessions are not intended or recommended as substitutes for any legal, medical, psychiatric or other orthodox types of professional assistance.
4. YOUR COMMITMENTS
When participating in the session, information you share and your behavior towards other participants shall be polite, respectful and not offensive. We acknowledge that challenge may sometimes be appropriate and helpful, but offensive or hostile behavior towards or in relation to other participants is not permitted.
You will not post material or make comments that are likely or intended to be or are in breach of any person’s rights, defamatory, obscene, sexually explicit, discriminatory, violent, threatening, promoting illegal activity, or are likely or intended to deceive any person, or harass or cause anxiety to any person, or likely to bring us into disrepute.
You will keep your user details and password for access to any element of the session strictly confidential and not disclose them to a third party.
You shall not promote or sell products or services to other participants in the session or during any part of these sessions without our prior written consent.
Where a Session is held in third party venues, you agree to comply with the venue’s policies and rules (for example, about fire safety, and health and safety).
Fees for the membership and the date(s) payment is due are as follows:
Your expenses: All your costs and expenses for participating the Sessions (like travel, accommodation, subsistence and other expenses) are your responsibility.
Refunds: When the Contract has been made, you are immediately responsible for the full fees of the whole membership. If you cancel or cease attendance at the Sessions for any reason, you are not entitled to a refund and amounts that are still unpaid for the membership remain due and payable.
Late/under payment: Without prejudice to, and in addition to any other right or remedy that we may have, if you fail to pay us any invoice on the due date, we may:
a) charge interest on what you owe from the due date for payment at the annual rate of 5% above the base rate from time to time of MTB Business, 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 your participation in the membership until payment has been made in full.
All the preceding paragraphs of this entire clause, and this paragraph, shall survive termination of the Contract.
6. CONFIDENTIALITY, INTELLECTUAL PROPERTY, AND INFORMATION
“Confidential information” means information in whatever form relating to you and your affairs which we obtain in connection with the provision of Services, and the fact that we are providing Services to you, but excludes (1) information that you allow us to publish and (2) information that you publish yourself.
We will only use or disclose confidential information (1) as may be necessary for the effective performance of Services to you; or (2) which has been authorized by you; or (3) as is required by law; or (4) which we reasonably consider is necessary or advisable to prevent illegal acts or harm to you or others.
As is good practice in coaching, we undertake our own coaching. This may involve disclosing issues which have arisen out of Sessions to our coaches/supervisor and/or in supervision groups, but any such disclosures shall be made on a general basis only and without disclosing your name or identifying details.
Our information and intellectual property: Information that we provide you in the course of a MTB BB Insider Membership and in Sessions, including written material, handouts, and other documents, and the methodologies we apply, are copyright information and/or trade secrets of our business. Apart from third party copyright information (which we shall attribute), we own or are the licensee of all intellectual property rights in all such material, and it may not be used, copied or adapted by you, nor disclosed to any other person (whether or not an associated company or organization) under any circumstances unless we have given our specific written permission on a case-by-case basis, and subject to such conditions as we may in our absolute discretion determine, or as set out in the next clause.
You may use all or any of the content or material presented in the Sessions or in the MTB BB Insiders for your use alone, and for other uses that we specifically agree in writing in advance.
Recordings: You may not without our prior written consent make any audio or visual recordings of all or any part of Sessions. We may from time to time make recordings (audio and/or visual and/or photographic) of Sessions which you are attending. You authorize us to use your image and voice in such recordings without further consent or other conditions from you. We may use such recordings, and edit, copy, adapt, translate or add to them for the purposes of or in promoting future programs or events or in creating future programs or products. You agree to waive your moral rights under the Copyright, Designs and Patents Act 1988, or any re-enactment thereof, and any similar protection under any other jurisdiction, with respect to recordings or any part of them of Sessions attended by or contributed to by you.
You must hold as strictly confidential, and not disclose or use it for any purpose whatsoever, all information you obtain about any other participant on a Group Coaching Session, unless that participant has expressly authorized use or disclosure of that information in writing to you.
All the preceding paragraphs of this entire clause, and this paragraph, shall survive termination of the Contract.
7. ONLINE SESSIONS
Where the MTB BB Insiders involves online Sessions:
a) Online Sessions are held on third party secure servers. We take reasonable steps to ensure that online content is available at all times during the session, but we shall have no liability to you if any content (provided by us or added by you or other participants) is not available or becomes corrupted in whole or in part at any time.
b) Keep your user details and password confidential and secure at all times and do not disclose them to a third party. Notify us if you are aware of unauthorized use of your account.
8. LIABILITY AND LIMITATION
Nothing in these Terms shall be interpreted as excluding or restricting any legal liability on us for death or personal injury resulting from our negligence or the negligence of our employees, agents or sub-contractors, or for any other matter for which liability cannot be legally excluded or limited.
Any personal liability of any of our directors, partners, employees, agents or sub-contractors arising in any way out of the performance or non-performance of Services or relating to the supply of products is hereby expressly excluded.
We shall have no liability for any special, indirect, consequential or pure economic losses, costs, damages, charges or expenses suffered or incurred by you, however caused, including, but not limited to, loss of anticipated profits, goodwill, reputation, business receipts or contracts, loss or corruption of data, or losses or expenses resulting from third party claims.
Our aggregate liability to you, whether for negligence, breach of contract, misrepresentation or otherwise, arising in connection with the performance or contemplated performance of the Contract shall in no circumstances exceed the fees of paid by you for the provision of the services which gives rise to such liability in respect of any occurrence or series of occurrences.
If we are prevented from or delayed in performing our obligations by your act or omission or by any circumstance outside our control, we 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.
You are responsible for your own belongings that you take to or use in a Session and we shall not be liable for any loss, damage, theft or destruction of any of your belongings.
You agree to reimburse us in full and indemnify us against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions while at a third party venue.
You will indemnify us against all claims, damages, losses, costs or expenses (including professional fees) for any liability arising from any unauthorised use of your online account with us.
All the preceding paragraphs of this entire clause, and this paragraph, shall survive termination of the Contract.
9. FORCE MAJEURE
We will not be in breach of the Contract nor liable for failure to provide services or perform obligations where it is not reasonably practicable to do so due to acts, events, omissions, accidents or circumstances beyond our control.
This entire clause, including this paragraph, shall survive termination of the Contract.
10. DISPUTES, RIGHTS AND LAW
Resolving problems: If there’s anything about your MTB BB Insider membership access or any Session that is not going as you want, please raise it with us without delay.
Dispute process, jurisdiction and law, non-disparagement: If there is a dispute between us, we will first seek to resolve it amicably without recourse to law. If that fails, we agree and accept that the only venue for resolving disputes shall be the courts of The United States of America and that all agreements between us shall be construed under their law. The parties agree that they neither will engage in any conduct or communications, public or private, designed or intended or likely to disparage the other.
11. TERM AND TERMINATION
The Contract will continue until the end of the membership and then shall expire, other than for the provisions of these Terms that are stated to remain in force.
The Contract may be terminated by either party:
a) Forthwith by written notice if the other party has committed a serious breach of contract which is not capable of being remedied within seven days;
b) Forthwith by written notice if the other takes any step towards winding up or administration, starts any insolvency process, becomes unable to pay its debts, or applies for creditor protection.
c) In the case of a breach that is remediable within seven days, forthwith by written notice seven days after the issue of a written warning notifying the offending party of the breach of contract and requiring its remedy within seven days, and that breach having not been remedied by the offending party within that time.
Termination of Contract shall not prejudice obligations accrued at the date of termination (including continuing obligations under clauses of these Terms expressed to survive termination).
All sums payable that would otherwise be payable at any future point shall become due immediately prior to termination of the Contract, despite any other provision. This clause is without prejudice to any right to claim for interest.
12. OTHER PROVISIONS
Variation: No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of us.
No waiver: If we do not enforce, or delay enforcing, any provision of these Terms or any provision of the Contract to which they apply, then that will not be a waiver of that provision, and it will not affect or limit our ability to enforce that term or provision at any time or on any other occasion.
Sever-ability: If any provision of the Contract is not enforceable, it shall be struck from the Contract to the minimum extent necessary to make the entire Contract enforceable and this shall not affect the enforceability of the other provisions of the Contract.
Entire agreement: You acknowledge and agree that the Contract is the entire agreement between us relating to your participation in the MTB BB Insiders and the rights and obligations flowing from that, and in entering into the Contract you have not relied upon 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 MTB BB Insiders other than as expressly set out in the Contract.