Standard Terms of Service

Last updated: March 6, 2021

1. Services Agreement 1.1. The Agreement signed by the Client sets out certain terms that are specific to the Client’s matter. In addition to the terms set out in the Agreement, these Standard Terms of Service (the “Standard Terms”) apply to all clients and are incorporated into the Agreement signed by the Client. Any reference to the “Agreement” will be considered to include the terms set out in these Standard Terms. 2. Fees and Payment Terms 1. For all Fees due under the Agreement, the Company will invoice the Client electronically to the e-mail address for the Client set out on the first page of the Agreement. 2. All outstanding invoices are payable within 7 days of the billing date. A late fee of 12% per annum is payable on all overdue balances. The Client will be responsible for all collection or legal fees necessitated by lateness or default in payment. In addition to any and all other rights set out in the Agreement, the Company reserves the right to cease services and withhold delivery of any and all services if accounts are not current or overdue invoices are not paid in full. All grants of any license to use any intellectual property rights under the Agreement are conditional on all invoices to the Client being paid in full. 3. All Fees and other amounts due under the Agreement are exclusive of GST, PST, and any other applicable taxes or duties, which must be paid by the Client at the rate and in the manner prescribed by applicable laws. 4. The Company may change its service packages or increase its package fees by providing at least 30 days’ written notice of such change or increase to the Client. 5. The Client may request to change its service package by providing at least 30 days’ written notice to the Company. Any such requested change will only be effective if and when the change is approved by the Company. 6. The Client may request a refund on a service package within 10 days of purchase. Refunds will be subject to a $25.00 administration fee. Appointments and Client Responsibilities Training and coaching sessions are scheduled by appointment. The Client acknowledges that they will be responsible for attending appointments on time. If the Client arrives at an appointment more than 15 minutes later than the scheduled start time, that session will be considered forfeited. An appointment may be rescheduled, subject to the Company’s availability, with 24 hours’ written notice (either by email or the scheduling application made available to the Client, if any). Requests for rescheduling or cancellations made with less than 24 hours’ notice will result in the session being forfeited. All sessions must be used within 12 months from the Effective Date set out in the Agreement. The Client will be responsive to requests for information by the Company, providing such information in a reasonable and timely manner. The Client acknowledges that the Company will be entitled to rely on the accuracy and completeness of all information provided by the Client in its provision of the Services.  The Client acknowledges that training or coaching is a comprehensive process that may explore various areas of the Client’s life, including work, finances, physical or mental health, and relationships. The Client will actively participate in the personal training or coaching sessions, communicate honestly, be open to feedback and suggestions, and fully engage and devote themselves to the training or coaching process. The Client acknowledges it is ultimately the Client’s responsibility to determine whether and how they will implement the information, tools, and techniques provided by the Company into each aspect of the Client’s life. The Client represents, warrants, and covenants to the Company that to the best of the Client’s knowledge, any information provided by the Client pursuant to the Agreement does not infringe the rights of any third parties and use of such information by the Company does not and will not violate the rights of any third parties or breach any applicable laws or regulations. Payment Upon Termination Upon termination of the Agreement, the Company will be entitled to all Fees accrued up to and including the date of termination. For clarity, the Client acknowledges that any payments made by the Client up to and including the date of termination will be non-refundable, which amounts will be retained by the Company as liquidated damages and not as a penalty, representing a genuine pre-estimate of the Company’s damages resulting from the termination of this Agreement. Confidentiality The Company will hold and maintain in strict confidence any information disclosed by the Client to the Company in the course of their participation in training or coaching sessions. The Company will not disclose such confidential information to any third party and will not use such confidential information, except as may be necessary to perform its obligations under the Agreement, or except as may be required by a court or governmental authority. Notwithstanding the above, any information that is in the public domain, becomes publicly known through no fault of the Company, or is otherwise properly received from a third party without an obligation of confidentiality, will not be considered to be confidential information. Relationship Between Parties The Company is a service provider and independent contractor, not an employee of the Client or any company affiliated with the Client. This Agreement does not create a partnership or joint venture between the Client and the Company. The parties expressly acknowledge that the Agreement does not create an exclusive relationship between the parties. The Client is free to engage others to perform services of the same or similar nature to those provided by the Company, and the Company will be entitled to offer and provide services to others, solicit other clients, and otherwise advertise the services offered by Company. The Company and the materials prepared by the Company will not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to the Client are contractual in nature and are wholly defined by the express written agreement of the parties and the terms and conditions of the Agreement. Intellectual Property “Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including but not limited to copyright, know-how, confidential information, trade secrets, business names, domain names, trademarks, service marks, trade names, patents, design rights, database rights, and all rights in the nature of unfair competition rights or rights to sue for passing off. All Intellectual Property Rights arising in materials provided to the Client in connection with the Agreement will be the property of the Company.  Unless otherwise agreed by the parties in writing, the Company grants to the Client a non-exclusive, royalty-free, non-transferable, revocable license to use the materials provided by the Company to the Client. Location of Servers The Client acknowledges that the Company may create, maintain, and archive information on servers that are not located on its immediate premises and are located outside of Canada. A foreign government may be able to access data relating to the Client’s file for lawful access purposes. The Client’s execution of the Agreement authorizes the Company to use third-party cloud-based services, which may be located outside of Canada, for the storage, management, and transmission of its information, including confidential information. No Representations or Warranties The Company expressly denies any and all warranties and representations, express or implied, regarding the Services. For clarity, the Company does not represent or warrant that the purchase of a service package will satisfy the Client’s purposes. The Client’s use of, and any reliance placed on, the Services is entirely at the Client’s risk. It is the Client’s responsibility to ensure that the services requested from the Company meet the Client’s specific requirements. The Client is solely responsible for seeking appropriate medical advice prior to commencing training or coaching sessions. Liability Waiver The terms of the Release of Liability, Waiver of Claims, Assumption of Risks, and Indemnity Agreement (the “Liability Waiver”) signed by the Client are incorporated into these Standard Terms and will form part of the Agreement between the Company and the Client. LIMITATION OF LIABILITY In no event will the Company be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to the materials or the services provided by the Company, even if the Company has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy. In all circumstances, the maximum liability of the Company, its directors, officers, employees, agents, and affiliates (the "Company Parties"), to the Client for damages for any and all causes, and the Client's maximum remedy, regardless of the form of action, whether in contract, tort, or otherwise, will be limited to the Fees paid to the Company under the Agreement. For clarity, the terms of this Limitation of Liability Section are intended to supplement, and are not intended to replace, limit, or expand, the terms set out in the Liability Waiver signed by the Client. General Currency. All references to currency in the Agreement are to Canadian dollars. Notices. All notices required or permitted to be given under the Agreement must be in writing and personally delivered or sent by registered mail or e-mail to the address of the intended recipient set out on the first page of the Agreement, or at such other address as a party may advise in writing from time to time in a manner provided in the Agreement. Any notice, document, or communication will be deemed to have been given, in the case of delivery by hand or registered mail, when delivered to the recipient, and in the case of delivery by e­mail, upon successful transmission. Entire Agreement. The Agreement (which, for clarity, includes the Engagement Letter addressed to the Client, all Schedules attached to the Engagement Letter, the Liability Waiver, and these Standard Terms) constitutes the entire agreement between the parties and there are no representations or warranties, express or implied, statutory, or otherwise and no collateral agreements other than as expressly set forth or referred to in the Agreement.  Enurement. The Agreement will enure to the benefit of and be binding upon the parties and their respective successors, permitted assigns, heirs, executors, and personal representatives. Amendment. No amendment of the Agreement will be binding unless made in writing and signed by both parties to the Agreement. Assignment. The Agreement may not be assigned by the Client. Severability. If any provision of the Agreement is determined to be invalid or unenforceable in whole or in part, such invalidity or unenforceability will not affect the validity or enforceability of the remainder of the Agreement or such provision. Waiver. No failure or neglect of either party hereto in any instance to exercise any right, power, or privilege under the Agreement or under applicable law shall constitute a waiver of any other right, power, or privilege in any other instance. Applicable Law. The Agreement will be governed by and interpreted in accordance with the laws of British Columbia. The parties hereby irrevocably attorn to the jurisdiction of the courts of British Columbia. Headings. The headings appearing in the Agreement are used for convenience of reference only and will not affect the interpretation of the Agreement. Delivery by Electronic Means. The Agreement may be signed and delivered by electronic means, and if so signed and delivered will be deemed to be an original.