1. Client Relationship – You ("the Client") have consulted Clarity Connect Inc. ("the Business"), and the Business has agreed to render coaching services.
2. Effective Date – This Agreement shall start upon submission of payment for the coaching session.
3. Scope of services – The Client acknowledges that the services do not constitute strategic business consulting on areas outside the Business’s domains of expertise, as identified in marketing materials and communications with the Client.
The Client shall be required to use their own judgement in applying information and advice provided by the Business to their own circumstances, and they shall be solely responsible for their decisions, choices, actions, and results arising out of their relationship with the Business.
4. Cancellation Policy – If applicable, the Client agrees to provide at least 24 hours notice to the Business in the event that a coaching session needs to be cancelled or rescheduled. The Business will make all reasonable attempts to reschedule the session with the Client. The Business retains to the right to charge the Client for any missed sessions for which proper notice was not given.
5. Copyright – The Business may use copyrighted training materials and tools in the course of providing the services. The Client is granted a single-use, non-exclusive, non-transferable, revocable licence to use such materials within the context of coaching and training services only. All ownership rights in any intellectual property related to coaching and training services remain with the Business, and the Client may not use or reproduce the content in any manner.
6. Duties and Responsibilities – The Business and the Client each acknowledge and agree to their respective duties and responsibilities under this Agreement, including the following:
Duties and responsibilities of the Business
- The Business agrees to conduct itself in a professional manner in all interactions with the Client. This includes clearly explaining roles and responsibilities and setting appropriate boundaries as necessary.
- The Business agrees to commit the necessary time and resources to providing the services to the Client to meet all identified timelines and schedules in its control.
- The Business will use its reasonable best efforts to guard against any loss to the Client caused by the failure of media, suppliers or other third parties to perform in accordance with their commitments.
- The Business hereby states that it has accurately identified its qualifications, expertise, experience, training, certifications and credentials in their marketing materials and communications with the Client.
Duties and responsibilities of the Client
- The Client acknowledges that the services do not constitute strategic business consulting on areas outside the Business’s domains of expertise, as identified in marketing materials and communications with the Client.
- The Client shall be required to use their own judgement in applying information and advice provided by the Business to their own circumstances, and they shall be solely responsible for their decisions, choices, actions, and results arising out of their relationship with the Business.
- The Client agrees to provide all content to the Business in formats deemed usable by the Business and in accordance with the mutually agreed timeline.
- The Client agrees to provide accurate and complete information and materials to the Business, and warrants and guarantees that all materials provided are owned by the Client or that the Client has all necessary rights (including copyright and waiver of moral rights) in such materials, to allow the Business to use them for the services.
7. Technology Disclaimer – The Business shall not be liable for any losses or damages of any kind related to any websites, technology platforms or any other technology used in the delivery of the services being unavailable or unusable for any reason whatsoever. The Client hereby agrees that they have the necessary Internet connection and other technology in order to participate fully in the services.
8. Confidentiality – All information relating to this agreement is held in strictest confidence without the Client’s authorization to release information, except where the Business is required to release information by law or by our insurers or to collect a debt.
Notwithstanding its diligence, the Business cannot guarantee the security of communications via the Internet, or via cellular communication.
9. Privacy – The Business agrees to protect all personal information collected from the Client for the purpose of providing services under this Agreement in accordance with applicable privacy legislation in the Province of New Brunswick and if applicable, the jurisdiction of the Client. The Client agrees to the collection of use of the personal information in accordance with the Privacy Policy of the Business (available at https:// https://clarityconnect.simplero.com/privacy-policy) for the purpose of delivering and administering the services.
10. Release and Indemnity – The Client hereby agrees to release the Business and their partners, employees, consultants, agents and licensors from liability, and in no event shall any or all of the Business and their partners, employees, consultants, agents or licensors be liable to the Client or any other person or entity, for any and all liabilities and damages (including any direct, indirect, special, exemplary or consequential damages, including lost profits) whatsoever arising from the use of the services (including any breach by you thereof), or otherwise relating to this Agreement and the Client agrees that their sole remedy for any claim, loss, damage, costs or expenses is to terminate the services.
The Client will indemnify and hold harmless the Business and its partners, employees, consultants, agents or licensors from and against any claims, losses, judgments, damages, costs and expenses (including without limitation, reasonable legal fees) incurred by any of them due to or resulting from their use of the services or otherwise relating to this Agreement. The Client will also indemnify and hold harmless the Business and their partners, employees, consultants, agents or licensors from and against any claims brought by third parties arising out of the use of the services.
11. Force Majeure – Neither the Client nor the Business is responsible for any failure to perform its obligations under this Agreement if it is prevented or delayed in performing those obligations by an event of force majeure. An event of “force majeure” is beyond the control and without the fault of the party affected. Force majeure in this agreement is limited to the following: riot, war, hostilities, threats or acts of terrorism, explosions, medical epidemics or outbreaks, labour strikes or industrial disputes, earthquakes, flood, fire, or other physical natural disasters, but excluding weather conditions, regardless of severity. Where there is an event of force majeure, the party prevented from performing its obligations must immediately notify the other parties and that party must make reasonable efforts to mitigate the effect of the force majeure event on its performance of their obligations under the agreement.
12. Governing Law and Jurisdiction – The services are provided by the Business within the Province of New Brunswick, Canada. By accessing or using the services, the Client agrees that all matters relating to their access to, or use of the services shall be governed by the laws of the Province of Nova Scotia and the federal laws of Canada applicable therein, without regard to conflict of laws principles. The Client agrees and hereby submits and attorns to the exclusive jurisdiction of the courts of the Province of Nova Scotia with respect to all matters relating to their access to and use of the Program.
13. Dispute Resolution – If a dispute arises out of this Agreement that cannot be resolved by mutual consent, The Business and the Client agree to attempt to mediate in good faith for up to 30 days after notice is given. If the dispute is not so resolved, and in the event of legal action, the prevailing party shall be entitled to recover legal fees and court costs from the other party.
14. Severability – If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.
15. Waiver – The failure of a party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance of this Agreement.
16. Entire Agreement and Assignment –This is the entire agreement between the Client and the Business relating to the services. Any amendments to this Agreement must be made in writing and agreed to in writing by all of the parties in a written or digital format. Neither party may assign or transfer their interest in this agreement without the written consent of the other party.
