Coaching Agreement
Dawn-Marie Nesbitt (“The Coach”) will provide the Coaching Student (“The Student”), with coaching services in a confidential one-on-one private setting. This coaching agreement is made in accordance with the specifications detailed in the terms and conditions below.
The Student’s email for notice is the one they use for issuing payment to The Coach. The Coach’s email for notice is info@iamdawn-marie.com.
By reading this agreement and then issuing payment through The Coach’s website (domain toyourdigitalpresence.online), you the Student acknowledge reading and understanding these Terms & Conditions, and that you are entering into a valid and binding agreement.
Where The Student has issued payment electronically/digitally, The Student acknowledge that this action constitutes a legally enforceable agreement, just the same as if The Student signed with their handwritten signature.
Payment to The Coach through The Coach’s website (domain www.toyourdigitalpresence.online), is determined to be clear evidence of The Student’s intent to enter into this agreement. The Student will not, at any time in the future, repudiate the meaning of their action of issuing payment or claim that their payment is not legally binding.
DEFINITIONS
The Student – the person with whom the Coach contracts
Agreement – these terms and conditions and anything agreed between the parties setting out the parties, services, charges and date;
Charges – the fees agreed between the parties;
Services – any services provided under this Agreement;
Reasonable Business Hours – the Coach’s business hours are Mon-Fri 10amEST to 4pmEST.
The Coach – the Coach is Dawn-Marie Nesbitt
TERMS AND CONDITIONS
The best work comes out of great relationships. Honesty, respect and gratitude are the keys to a great relationship and therefore The Coach has an interest in treating The Student with these values at all times. As much as legal documents are important, what truly binds us is the drive to do great work with great people and to develop a relationship of mutual respect and trust.
1. Basis of the Agreement
1.1 The Coach agrees to provide The Student and The Student agrees to pay the Charges in accordance with the terms of this Agreement.
1.2. An Agreement shall only be formed on payment of the charges by the Student and acceptance by the Coach of the Student’s order.
1.3. These terms and conditions shall apply to the exclusion of all other terms and conditions including any terms and conditions which the Student may purport to apply under any order or other document. In the case of any conflict or ambiguity between terms, this document shall prevail.
1.4. Any variation of these terms and conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing between the parties.
2. Fees.
Depending on the coaching package selected, the Charges will be paid immediately through the Coach’s website or paid immediately upon receipt of the invoice by the Student. Only upon payment howsoever made, will the Coach begin work with the Student.
2.1. The Student shall pay the Charges by direct deposit, credit card or as decided by the Coach, and the Coach reserves the right to change the required payment method by notice.
2.2. The Coach reserves the right by giving notice to the Student at any time to increase the Charges or to raise additional charges, payable within 48 hours if;– the Student agrees to any change to the time allotted, provided by the Coach;- Coaching is required by the Student with exceptional urgency and/or outside of reasonable business hours;- the Student fails to give the Coach adequate notice in accordance with this Agreement.
2.3. Unless alternative payment provisions are agreed, the Coach will submit an invoice or invoices in respect of each or any instalment of the Charges. Invoices shall be sent to the Student’s recorded email address unless otherwise agreed.
2.4 The Student understands the importance of paying the Coach in a timely manner and wants to maintain a positive working relationship with the Student to keep the Coaching program moving forward.
2.5 Payments for each invoice delivered by the Coach to the Student are due within 3 days of receipt. In case of overdue payments, the Coach reserves the right to stop work until payment is received. The Coach also reserves the right to cancel the Agreement between the Coach and the Student.
2.6. All sums due under the Agreement will be paid by the Student by their due date without any deduction, set-off, counterclaim or abatement and time for payment shall be of the essence.
3. Expenses
The Student is responsible for paying all invoices generated from any third-party platforms directly in a reasonable timely manner.
4. Coach’s Responsibilities
4.1 The Coach will only help the Student improve a skill or solve a unique problem. The focus is on The Student’s performance and ability in the specific area of digital marketing – including but not limited to Facebook & Instagram Ads marketing, email marketing, blogging, lead generation, sales generation, traffic generation.
The Coaching Program is strictly time-bound with established start and end dates and the Coach and Student will agree to the start and end dates in advance.
The Coach offers group and private, one-on-one sessions. Each session will last up to 90 minutes each unless agreed otherwise. The parties may meet once a week unless agreed otherwise.
The Coach will work with the Student to set clear goals and develop strategies to help the Student close the gap between where the Student is now and where The Student wants to go. The focus for the Coach is to assist the Student with achieving future improved performance.
4.2 The Coach will commence the Coaching Program when the Student books a day and time on the Coach’s calendar, which is shared with the Student after receipt of payment.
4.3 The Coach will use its best endeavours to ensure that the Coach is accessible to the Student at reasonable business hours for the duration of this Agreement.
5. The Student’s Responsibilities
5.1 If necessary the Student will provide the Coach with their goals and objectives at such time or times, as the Coach may reasonably need to commence and undertake the Coaching Program in accordance with this Agreement. The Student is responsible for ensuring that such information and answers are accurate and complete.
6. Start and Completion Of The Program
The Student acknowledges that the start and completion of the Coaching Program are dependent upon the Student adhering to the Coaching schedule and doing the homework provided by the Coach in a timely manner. The Student therefore agrees to do and complete all homework provided by the Coach within a week to enable the Coaching Schedule to continue without interruption.
Any delay by the Student will affect the completion of the Coaching Program. In the event that the Student does not timely provide the Coach with any completed homework or does not timely implement the actions recommended by the Coach, the Student acknowledges that the Coach cannot be held responsible for the Student’s inactivity or delay of the Coaching Program.
In the event that The Coach is unable to adhere to the Coaching Schedule due to the Student failing to take timely action or positively participate by completing any homework within 30 days of said action or homework recommended, then the Student acknowledges the Coach’s right to forfeit the Program and there shall be no refund whatsoever owed to the Student.
The Student acknowledges that the Coach is not responsible and agrees to hold the Coach harmless for any delays or damages resulting from the Student’s failure to make such submissions or take such actions in a timely manner.
7. Cancelling or Postponing Sessions
If the Student arrives late for a pre-booked session for whatever reason, the session will run to the original agreed time.
The Student agrees to give at least 48 hours notice of cancellation or rescheduling of their session for any reason. Should the Student fail to give adequate notice and cancel a pre-booked session within a 48-hour period, the Student will be liable for the full standard session charge which is $247.
If the Student fails to show for their session without sufficient prior notice, the Coach reserves the right to forfeit the Student’s right to the session.
Should there be any need for the Coach to cancel the Student’s session for any reason whatsoever including illness and any unforeseen circumstances, the Coach will make reasonable efforts to give adequate notice. The Coach cannot accept any costs or claims for travel, inconvenience or any other aspect related to the cancelled appointment. Cancellations are made without prejudice.
8. Support
The Coach will not provide support or ongoing coaching for any deliverable outside the scope of this agreement, unless otherwise agreed in writing.
9. Limited Liability
9.1 The Coach does not, cannot and will not guarantee that the Student’s ability to implement the recommendations made by the Coach will be successful. The Coach also does not guarantee that the Student’s efforts in achieving their goals will be successful. This is because marketing and the nature of the Student’s business involves risk, massive, consistent effort and action and is heavily dependent on the Student’s work ethic, which the Coach has no control over.
Therefore the Coach shall not be liable under contract, tort (including negligence) or otherwise for any loss of production, loss or corruption of data, loss of profits or of contracts, loss of operation time, loss of goodwill and loss of anticipated savings, nor for any indirect or consequential loss, damage, cost or expense of any kind whatever and however caused.
9.2 The Student acknowledges and agrees that the Coach has no control of changing external economic and social factors that can affect the Student’s business, and that any of the services and recommendations that the Coach provides, cannot and will not guarantee that Student’s sales, revenue, income, or business activity will increase.
9.3 If any provision of this contract shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this contract and shall not affect the validity and enforceability of any remaining provisions.
9.4 Save where its liability cannot be limited by law, the Coach’s total liability (whether in contract, tort including negligence or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall not exceed the Charges paid by the Student.
9.5 The parties recognise that the nature of websites is that complete continuity of access to the social media and other websites cannot be guaranteed. The Coach shall also not be liable or responsible for any suspension or deletion of any social media or other accounts by the respective website owners regardless of reason.
10. Term and Termination.
10.1 For the pay-monthly or the All-In Coaching Program, either party may terminate this Agreement at any time upon 15 days’ written notice. The Agreement officially terminates once that time has passed. The party that is ending the Agreement must provide notice in writing, by email, to the email address(es) listed at the beginning of this Agreement. The Student will pay the Coach for the work done up until the Agreement termination date and will reimburse the Coach for any agreed-upon, non-cancellable expenses.
10.2 If upon termination, The Student has not paid any undisputed fees owed for the material, deliverables or Services provided by the Coach as of the date of termination, the Student agrees not to use any such material or the product of such Service, until the Student has paid the Coach in full. Any provisions or clause in this Contract that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement. Notwithstanding anything to the contrary in this Agreement, the Coach shall retain a perfected security interest in the deliverable or material until the Student has made payment in full for all undisputed amounts as of the termination date. The Coach hereby agrees to release and waive its security interest in the deliverable and material upon receipt of full payment for all undisputed amounts.
10.3 Either Party also may at any time terminate the Agreement immediately if: (i) the other party commits a breach of this Agreement and such party does not cure a breach within 10 days of written notice from the non-breaching party of such breach.
10.4 Termination for any reason shall not affect the rights granted to the Student by the Coach hereunder.
10.5 Should the Student fail to adhere to the terms of paragraph 9.1, where the termination period is concerned and prevents the Coach from providing any of the services agreed upon, then the Coach reserves the right to make a claim for any loss of earnings against the Student.
10.6 Upon expiration or termination of this Agreement: (a) each party shall return (or, at the disclosing party’s request, destroy) the Confidential Information of the other party, (b) the Coach will commence the offboarding process that includes but is not limited to returning or deleting any confidential information belonging to the Student, and (c) other than as expressly provided in this Agreement, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
10.7 If it is discovered at any time that the Student misinformed, misrepresented, or otherwise provided inaccurate information to the Coach, whether knowingly or inadvertently, that materially and negatively impacts the advice and recommendations given by the Coach to the Student, the Coach reserves the right to terminate the Agreement immediately upon written notice and in signing this agreement, the Student acknowledges that no refunds will be given.
11. Refunds.
By accepting the terms of this Agreement, where applicable, the Student acknowledges that, like any other form of marketing and advertising (television, billboard, radio, etc.), no guarantees can be made with respect to expected results of the Facebook and Instagram advertising or any other marketing. The Student also further acknowledges that in accepting the terms of this Agreement and affirmatively seeking the benefits of the Coaching Program, that the Coach does not maintain any control over Facebook’s advertising platform, its data or buying behavior of its audience and while the Coach will give advice and recommendations to aid in bringing about positive outcomes, the Coach cannot guarantee any level of results. Thus, the Student understands that it is foregoing the right to claim any refund of fees paid for any and all Facebook advertising and digital marketing coaching services.
Furthermore once the Student has paid and the Coach has commenced the Program, the Student acknowledges that there is no entitlement to a refund save where the Student terminates the Agreement pursuant to paragraph 9.
For the avoidance of any doubt, there is absolutely no refund of the Power Hour Coaching, once paid.
12 Payment Disputes.
In entering this agreement, the Student agrees that they are prohibited from filing, at any time, payment disputes or claiming an unauthorised transaction with their bank, payment processor, credit union, or credit card company after having made payments of any kind to the Coach. Any such filing or claim will result in being charged at the rate of $247/hour for any time the Coach must spend disputing said claim or filing, plus any fees incurred by the Coach from the payment processor and/or bank as a result of such claim or filing.
13. Dispute Resolutions
Before any lawsuit is filed, the Parties to this Agreement must engage in a total of four (4) hours of mediation unless the Parties agree in writing otherwise. If the mediator cannot be agreed upon by the Parties, then each Party will select one mediator and those mediators shall agree upon one mediator to preside over the matter. The presiding mediator’s fees shall be split equally between the Parties or in the event that one party prevails over the other in any dispute resolved by meditation, the prevailing party will be entitled to recover all mediation costs, collections costs, and lawyers’ fees from the losing party.
14. Collections
By accepting the terms of this Agreement, the Student agrees to pay all collection costs, court costs, and legal fees incurred to collect delinquent balances. The Student also agrees to be charged at the rate of $247/hour for any time the Coach must spend attempting to collect delinquent balances from the Student. Balances are considered delinquent if not paid in full after 7 calendar days of the date the balance was due. All balances that have been delinquent for more than 21 calendar days will be reported to all relevant credit reporting agencies.
15. Marketing Related Requests
The Student understands that if he/she is satisfied with the process and outcomes of the engagement, the Coach may request that the Student (1) provide a reference, and (2) permit the Coach to add The Student to its list of clients for marketing purposes, and (3) provide written feedback about the engagement, portions of which may be used for marketing purposes.
16. Method of Provision of Services
The parties’ expectation is that the Coach and the Student will have conferences during reasonable business hours, at a mutually agreed upon time in-person, via online channels such as Facebook video, Skype Conference, Zoom Conference, Google Meet or any other channel that the parties deem necessary.
17. Confidentiality & Non-Disclosure
17.1 Each party shall maintain, in the strictest confidence, all Confidential Information (as defined in the next sentence) of the other party. “Confidential Information” means all (i) nonpublic information (at the time of disclosure) disclosed by one party to the other party under this Agreement, provided such information is marked or indicated by the disclosing party to be confidential; (ii) and any information which ought reasonably be considered confidential with regard to the circumstances surrounding disclosure, whether or not such information is marked “Confidential”. In the event a party is required to disclose Confidential Information pursuant to a judicial or other governmental order, such
party shall, to the maximum extent permitted by law or opinion of counsel, provide the other party with prompt notice prior to any disclosure so that the party may seek other legal remedies to maintain the confidentiality of such Confidential Information.
17.2 Each party receiving Confidential Information shall be responsible for any breach of this provision that is caused by any of its employees, affiliates, representatives or agents and such party agrees to indemnify and hold harmless the other party from and against any liabilities, claims, damages, losses, costs and expenses resulting, directly or indirectly, from any breach by a party, or any of its employees or independent contractors, of any provision of this Agreement. The obligations of this Section shall survive termination of this Agreement for a period of 3 years.
18. Relationship of Parties
Nothing contained in this Agreement shall be construed to create a partnership, joint or co-venture, agency, or employment relationship between the Coach and The Student. Both Parties agree that the Coach is, and at all times during this Agreement shall remain, a Coach.
19. Miscellaneous
19.1 Amendments and Waivers. Any term of this Agreement may be amended or waived only with the written consent of both parties.
19.2 Sole Agreement. This Agreement, constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
19.3 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed sufficient upon delivery, when sent by email to the personal email addresses of the Student’s registered email address or the Coach’s email address info@iamdawn-marie.com.
19.4 Choice of Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of United Kingdom, without giving effect to the principles of conflict of laws.
19.5 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
19.6 Warranty. The Coach warrants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services or any part of this Agreement is or will be inconsistent with any obligation the Coach may have to others; (ii) none of the Services or Inventions or any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, the Coach); (iii) the Coach has the full right to provide The Student with the assignments and rights provided for herein; (iv) the Coach shall comply with all applicable laws in the course of performing the Services and (v) if the Coach’s work requires a license, the Coach has obtained that license and the license is in full force and effect.
EXCEPT AS SET FORTH IN THIS AGREEMENT, THE COACH DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY, COMPLETENESS OR RESULTS TO BE DERIVED FROM THE WORK. EXCEPT AS SET FORTH HEREIN, ALL DELIVERABLES ARE DELIVERED ON AN “AS-IS” BASIS.
19.7 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together will constitute one and the same instrument.
19.8 Force Majeure. No failure or omission by a party in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if such failure or omission shall arise from any cause or causes beyond the reasonable control of such party which cannot be overcome through that party’s reasonable diligence, e.g., strikes, riots, war, acts of terrorism, acts of God, severe illness, invasion, fire, explosion, floods, acts of government or governmental agencies or instrumentalities, internet outages, change in supported technologies, etc.
19.9 Advice of Counsel. EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT. THIS AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR PREPARATION HEREOF