Systems Pro Academy
Terms & Conditions
1.Definitions
1.1 The following terms apply to this Agreement:
"Agreement" means this Agreement, and any amendments to this Agreement [made and agreed in writing];
"Charges" means the following amounts:
(a)the amounts specified in 5.1, and
(b)such amounts as may be agreed in writing by the parties from time to time;
"Deliverables" means the services as specified in 3.3 that the Coach has agreed to deliver to the Client under this Agreement;
"Effective Date" means the date of execution of this Agreement;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, passing off rights, unfair competition rights, patents, and rights in designs);
"Schedule" means any schedule attached to the main body of this Agreement;
"Services" means the coaching services specified in 3.3;
"Term" means the term of this Agreement, commencing in accordance with Clause 2.
2.Term
2.1 This Agreement shall come into force effective on the date of purchase.
2.2 This Agreement shall continue in force, until 6 months from the date of purchase, “the Initial Term”.
3.Services and Service Standard
3.1 The Coach shall provide the Services to the Client in accordance with this Agreement.
3.2 The Coach shall provide the Services with reasonable skill and care
3.3 Specification of Services
The methods and training provided aim to provide guidance to create and launch a signature systems offer.
Within the 6 months program, the Client will receive access to:
The Systems Pro Academy curriculum
Private Student community
Weekly hot seat coaching calls with the Coach
Weekly feedback submissions
The effectiveness of the methods and training on achieving results are dependent on compliance and implementation by the Client.
The coaching services are not to be construed as counselling and/or therapy of any kind.
The coaching services do not include training specific to using a tech system or helping the Client build skills on a specific tech system.
4.Licence
4.1 The Coach hereby grants to the Client a non-exclusive, non-transferrable, royalty-free, worldwide, personal licence to use, copy, maintain and store any Client Materials in Section 3.3 provided during the coaching period and access to the curriculum & call recordings thereafter.
4.2 The Coach shall retain the copyright in all Coaching Materials.
4.3 This licence does not allow the Client to copy, distribute, adapt, edit or share the Client Materials with third parties.
5.Charges
5.1 The Client shall pay the total charges $1725 to the Coach in accordance with this Agreement.
5.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by the Client to the Coach.
6.Payments and Payment Plans
6.1 The Coach shall autobill the Client every 30 days until payment is made in full.
6.2 Where payment is made by instalment throughout the Agreement, payments should be made in accordance with the payment schedule selected at point of checkout
6.3 The Client must pay the charges by debit card, credit card or direct debit
6.4 If the Client does not pay any amount properly due to the Coach under this Agreement, the Coach may claim interest and statutory compensation from the Client pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
7.Refunds
7.1 Due to the access of digital products provided within the programme, the Client understands that refunds are not permitted after payment has been made.
8.Warranties
8.1 The Coach warrants to the Client that:
(a) the Coach has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and
(b) the Coach has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
8.2 The Client warrants to the Coach that:
(a)The Client has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and
(b)The Client shall indemnity the Coach against any costs, liability, damages, expenses, losses or claims which are incurred as a result of any breach of the terms of this Agreement.
8.3 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
9.Limitations and exclusions of liability
9.1 Nothing in this Agreement will:
(a)limit or exclude any liability for death or personal injury resulting from negligence;
(b)limit or exclude any liability for fraud or fraudulent misrepresentation;
(c)limit any liabilities in any way that is not permitted under applicable law; or
(d)exclude any liabilities that may not be excluded under applicable law.
9.2 The limitations and exclusions of liability set out in this Clause 10 and elsewhere in this Agreement:
(a)are subject to Clause 10.1; and
(b)govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
9.3 The Coach shall not be liable to the Client in respect of any loss or damage which may arise as a result of this Agreement.
9.4 The Coach shall not be responsible for any decisions taken or not taken by the Client. The Coach cannot guarantee results or outcomes of any kind or over any period.
9.5 From time to time the Coach may share testimonials or results achieved by other clients. Such testimonials are not an inducement and do not act as a guarantee that similar results will be achieved by the Client.
9.6 The Coach is reliant on the Client to provide open and honest disclosure of their circumstances. The Coach shall not be liable to the Client in respect of any situation whereby full disclosure and information is not provided.
9.7 From time to time during the provision of the Services the Coach may make recommendations for additional professional support from third parties. The Coach shall not be responsible for the provision of any services by any third parties and makes no guarantee in respect of any recommendations.
9.8 None of the services delivered by the Coach shall be construed as medical, financial or legal advice and the Client should seek input from qualified professionals in these specialisms.
9.9 In the event that the Client does incur damages as a result of this Agreement, the entire liability is limited to the total Fee paid at the time of any alleged loss.
10.Termination
10.1 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the Coach:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(vi) acts in a manner that falls short of expected professional standards or that may bring the Client’s name into disrepute;
(vii) a person is appointed as an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the Coach;
(vii)as a result of illness or incapacity, becomes incapable of managing their own affairs; or
(b)if either party:
(i)dies;
(ii)is the subject of a bankruptcy petition or order.
11.Effects of termination
11.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4, 6.2, 6.4, 10, 11, 12.2, 13 and 17.
12.Status of Coach
12.1 The Coach is not an employee of the Client, but an independent contractor.
12.2 The termination of this Agreement will not constitute unfair dismissal; nor will the Coach be entitled to any compensation payments, redundancy payments or similar payments upon the termination of this Agreement.
12.3 The Coach agrees that it is responsible for making any necessary payments and declarations in respect of Income Tax, National Insurance Contributions and any other liabilities on their behalf that may arise from entering into this agreement. The Coach agrees to indemnify the Client against any such liabilities that may arise in the future in respect of this agreement.
13.Confidential Information
13.1 The Coach acknowledges that in the course of the engagement it will have access to Confidential Information. The Coach agrees to accept the restrictions in this clause 13.
13.2 The Coach shall not (except in the proper course of the provision of the agreed Services) either during the Engagement or at any time after the Term, use or disclose to any person, organisation or company and shall use its best endeavors to prevent the publication of, any Confidential Information or the Client’s Intellectual Property. This restriction does not apply to any use or disclosure authorised by the Client or required by law. Neither does it apply to any information which is already in, or comes into, the public domain, otherwise than through the Coach’s unauthorised disclosure of the same.
13.3 The Coach may share the details of the coaching session with their coach supervisor. As far as possible, the Coach shall not disclose any identifiable information about the Client to their supervisor. The Coach supervisor shall at all times be bound by client confidentiality and professional restrictions not to disclose details to third parties in any event.
13.4 The Coach is permitted to share that there is a working relationship between the Parties. Any sharing on social media will be limited to sharing testimonials written by and approved by the Client and/or re-posting any posts by the Client which directly refer to the Coach via social Instagram and/or using testimonials with permission.
14. Data Protection
14.1 The Coach shall only process personal data:
as described in this Agreement as incidental to the performance of this Agreement;
for the duration of, but in no event longer than necessary, to complete this Agreement;
with the legal basis of the processing of data being for the performance of this Agreement.
14.2 The nature and purpose of the processing shall be in accordance with the performance of this Agreement which is expressly not intended to be a data processing agreement and any personal data processed is incidental to the performance of the Services.
14.3 The obligations and rights of the Coach are to maintain the confidentiality of the personal data of the Client, process the personal data in accordance with the purpose and to communicate with the Client.
14.4The Coach must implement appropriate technical and organisational measures to ensure an appropriate level of security is applied to the personal data processed.
15.Complaints
15.1 Should the Client be unhappy with the service provided by the Coach they must send complaints in writing to hello@systemsproacademy.com
16.General
16.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
16.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
16.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
16.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
16.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
16.6 This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
16.7 This Agreement shall be governed by and construed in accordance with English law.
16.8 The courts of England & Wales shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.