GROUP COACHING AGREEMENT

Agreed terms

1. Term of engagement

   1. By requesting that I provide group coaching services (Services) to you, you agree that the following terms and conditions (Terms) shall apply to any contract formed between us (Contract) in relation to the Services and that such terms shall take precedence over any other terms (including your own standard terms, any course of dealing or any industry practice).

   2. You are engaging me as a business coach to provide the Services to you on these Terms.

   3. The Contract will commence on the date that we confirm we are happy to provide the Services to you and will continue unless and until the Services have been provided in full or as terminated as set out in these Terms. 

2. Application of terms and conditions

   1. These terms and conditions (“Terms”) apply to the Business coaching Programme (“Programme”) operated by Maisie Hill Ltd (“we” or “us”). By registering to be a participant in our Programme, you agree to the following Terms and that these prevail over any inconsistent terms or conditions contained, or referred to, elsewhere or as implied by law, trade custom, practice or course of dealing. 

   2. The agreement is between us and you, the person or entity registering to be a participant in the Programme (“you”) and which is subject to these Terms (“Contract”), shall come into effect upon us emailing you to confirm our acceptance of your registration form for the Programme and shall continue until terminated in accordance with these Terms.

   3. If you are purchasing online, the order process will be as follows:

      1. add the Programme to the cart and proceed to the checkout and make payment as directed;

      2. we will send you an email acknowledging your order and confirming whether we have accepted your order.

      3. If at any stage you have made an error in your order, you may email us at hello@maisiehill.com to correct any errors.

   4. If you are purchasing online, you should print a copy of these Terms for your records as we will not be filing a copy and we may change these Terms from time to time.

   5. These Terms should be read in conjunction with our Website Terms of Use, Privacy Policy and Acceptable Use Policy (all of which can be found on our website www.maisiehill.com (“site”)). 

   6. Any content posted or submitted by you to our site or in our forum or any contribution on group sessions in the course of the Programme is subject at all times to the Acceptable Use Policy. 

   7. Where you are a corporate entity, “you” as used in these Terms shall be deemed to include your officers and employees and you shall procure that such officers and employees fully comply with these Terms.

3. Sessions and cancellation

   1. I shall provide you with not less than 12 group coaching sessions, each of which shall be approximately one hour long, beginning the week commencing September 5th 2022.

   2. The Sessions will take place at the dates, times and venues as agreed between us and evidenced by our email communications, although I reserve the right to change the date, time and venue for any reason including for circumstances that are outside of my control. I will where possible provide you with at least 48 hours notice of any change to date, time or venue.

   3. If you are not able to attend a Session for any reason (including due to us changing the date, time or venue), you will not be entitled to any refund.

   4. 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 such venue (particularly fire safety and health and safety rules). You will be required to leave the venue if you do not comply with such policies and rules (and I shall not be obliged to refund you any amounts paid in relation to such Session). 

   5. 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. 

   6. You agree to reimburse me in full in relation to 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.

4. My Duties 

   1. I shall provide the Services with due care, skill and ability. 

   2. 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, I do not guarantee any particular results.

   3. If for any reason I am unable to provide the Services at the agreed time, for example due to ill health, I will provide you with as much notice as possible and I shall reschedule the Session for another time. 

5. Fees

   1. In consideration of me providing the Services to you, you will pay me a total fee of £3,000 excluding VAT.

   2. You may choose to pay by instalments or in one lump sum and the total price payable shall depend upon which option you have chosen and shall be as set out in the summary of key terms.

   3. If you choose to pay in instalments, a deposit of the amount set out in the summary of key terms is payable on registration for the Programme. You will then be charged for a further [11] instalments for the amount set out in the summary of key terms on the same date as the date of registration for each subsequent calendar month until the total price payable has been paid. If we send you invoices, these must be paid within 7 days of the date of the invoice. For the avoidance of doubt, even if you do not continue to participate in the Programme, such instalments remain payable. 

   4. If you are paying instalments online through Stripe, or a similar online payment method, you agree that we can take such further instalments automatically when due and without any further consent from you.

   5. I will hold your space in the group coaching sessions for 7 days from me confirming that you have a place in the group coaching session. If you have not paid your invoice in full or paid your first instalment of a payment plan, in cleared funds, within 7 days from the date of the invoice, your space shall be released and we may charge you a cancellation fee as set out below. 

   6. In the event that (i) you request that we provide the Services to you, (ii) we confirm that we are keeping a place for you and (iii) you fail to pay the invoice in cleared funds within 7 days of the date of the invoice, we may in our discretion charge you a cancellation fee of up to [25%] of the total fee payable.  

   7. 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 Sessions.

   8. Without prejudice to any other right or remedy that I may have, if you fail to pay me on the due date, I may:

      1. charge interest on such sum from the due date for payment at the annual rate of 4% above the base rate from time to time of Tide PLC, 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

      2. suspend all Services until payment has been made in full.

   9. 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 for interest under the law, or any such right under this agreement.

6. Confidential information

   1. I acknowledge that in the course of providing the Services I will have access to Confidential Information relating to you and your affairs and 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:

      1. any use or disclosure authorised by you or required by law; 

      2. 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

      3. any information which is already in, or comes into, the public domain otherwise than through my unauthorised disclosure.

   2. You must keep all information discussed in the group coaching sessions strictly confidential.

7.  Data protection and Intellectual Property

   1. 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. You agree that I may also share your personal details with other participants in the group sessions (including such details as your email address).

   2. 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 group coaching sessions and nothing in this agreement or otherwise shall transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.

   3. 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 group coaching sessions.

   4. 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 group coaching sessions for the purposes for which the sessions were provided only.

   5. You may not without my prior written consent make any audio or visual recordings of all or any part of our group coaching sessions. 

8. Termination

   1. Either of us may terminate the Contract if the other is in material breach of any of these Terms. 

   2. We may terminate the Contract immediately (without any liability to provide any refund to you) if we reasonably feel that you are not participating fully in the group sessions, that you are disrupting the group sessions or for any other reason where we reasonably feel that your presence is adversely impacting on the group sessions.

   3. On or before the date of termination of the Contract, you shall immediately pay any unpaid fees or other sums payable under the Contract.

   4. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of either of us as at the date of termination, including the right to claim in respect of any breach of the Contract which existed at or before the date of termination.

   5. Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of the Contract, including the following clauses: clause 5 (Confidential Information), this clause 7, clause 9 (Limitation on liability) and clause 13 (Governing law and jurisdiction).

9. Status 

   The relationship between us will be that of independent contractor and nothing in these Terms shall render me your employee, worker, agent or partner.

10. Limitation on Liability

    1. 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 legally be excluded or limited.

    2. 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 of 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 the Contract and me providing the Services.

    3. My total liability under any law or in relation to the performance (or contemplated performance) of the Contract shall in all circumstances be limited to the total price paid by you for the Services.

    4. 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 in breach of the Contract or liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay. 

    5. The provisions of this clause 9 shall survive termination of the Contract.

11. Entire agreement and previous contracts

You acknowledge and agree that:

1. These Terms constitute the entire agreement and understanding between us and supersede any previous arrangement, understanding or agreement between us relating to the provision of the Services;

2. in entering into the Contract you have not relied on anything said by any person (including any third party) relating to the provision of the Services.

   12. Variation 

   We may vary these Terms at any time as we deem fit (other than in relation to the fee payable and the number of sessions to be provided). We shall where possible provide you with advance notice of such variation.

   13. Third party rights

   1. A person who is not a party to the Contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.

   14. Governing law and jurisdiction

   1. The Contract and any dispute or claim arising out of the Contract shall be governed by and construed in accordance with English law. 

   2. We each irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.