Terms and Conditions
COACHSELECT TERMS AND CONDITIONS
Please read these Terms and Conditions (“Terms”) carefully before using the services offered by CoachSelect, Inc. (“CoachSelect”). By mutually executing one or more Coaching Services Order(s) with COACHSELECT which reference these Terms (each, an “Order”), you (“Client”) agree to be bound by these Terms (together with all Orders and any Nondisclosure Agreement to which you and CoachSelect are a party, the “Agreement”) to the exclusion of all other terms. If the terms of this Agreement are considered an offer, acceptance is expressly limited to such terms. Any capitalized terms used herein without definition shall have the meanings given to them in the Coaching Services Order(s). In the event of a conflict or inconsistency between a Coaching Services Order and these Terms, these Terms will control.
1. Definitions
a. “Coach”: independent career coach or coaches identified and matched to Client by CoachSelect for a particular engagement scope.
b. “Concierge”: a CoachSelect representative responsible for coach matching, client service portfolio construction, and Client satisfaction.
c. “Fees”: the agreed upon costs that a Client agrees to pay to CoachSelect in exchange for the Services.
d. “Session” and “Coaching Session”: each individual coaching meeting that takes place between the Coach and Client.
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2. Services
a. Based on goals that Client identifies, CoachSelect and its Concierge will develop a proposed scope of coaching services that is individual to each client. CoachSelect and its Concierge will then identify a matching Coach from CoachSelect’s network of career coaches able to provide suitable services aligned with the proposed scope on commercially customary and reasonable terms, and will arrange and provide the business logistics, including items such as a final high-level engagement scope, Client and Coach contracts, and payments, that are necessary for delivery of the coaching services (the “Coaching Services”).
b. If CoachSelect is unable to match Client with a Coach, Client will not be held accountable to paying for any services.
c. The Coaching Services are provided by the Coach identified by CoachSelect. CoachSelect does not provide coaching services and solely provides a platform and administrative process through which you are connected to independent Coaches. Client understands that the actual Coaching Services it receives will be provided by independent third-party Coaches referred to Client by CoachSelect.
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3. Coaching Sessions
a. Sessions will generally last for approximately one hour, with time of Sessions and exceptions to meeting cadence and duration to be agreed in advance between Coach and Client. The Sessions will begin and end on time, and it will be the responsibility of both the Coach and Client to keep track of time.
b. If Client is late to any Session, the Session will still be expected to end on time and Client should have no expectation that Coach will stay later or otherwise make up for the time that was lost.
c. Sessions will be held virtually, via video conference or over the phone, as determined in advance between Coach and Client. CoachSelect makes no guarantee that any Coach will be willing to conduct meetings in person, and this decision will be entirely up to each individual Coach.
4. Cancellation of Sessions
a. If Client needs to cancel a Session, they must do so at least 24 hours prior to the scheduled start time. If this notice is not provided, Client will be liable to pay for this Session and it will be counted as a used Session even if Client does not attend.
b. The Coach will likewise give Client at least 24-hour notice of change or reschedule prior to
any Session to the best of his or her ability.
c. If Client is late to any Session, the Session is still expected to end on time, and Client is not
entitled to any extra time with their Coach to make up for the missed time.
5. Pausing Engagement
a. If Client needs to temporarily pause the engagement for longer than two weeks, Client agrees to immediately notify Concierge and Coach. At the point at which Client is ready to resume the engagement, Client will provide reasonable notice in advance sufficient to allow rescheduling to Concierge and Coach. Concierge and Coach will on commercially reasonable terms reset expectations for engagement timing and communicate these to Client.
b. Engagements can be paused for a maximum of eight weeks, with a maximum of two pause periods over the entire scope of Client Proposal. Client billing will pause for the duration of the engagement pause and resume when Client services resume following notification to Concierge and Coach. Any amounts previously paid to CoachSelect will be credited to the resumption of the engagement.
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6. Scope
a. This coaching engagement will proceed based on the scope outlined in the Coaching Services Order, unless either Coach or Client notifies CoachSelect in writing that they are requesting a scope change, which must be mutually agreed upon by the Coach and Client.
b. In the event the number of sessions or engagement duration required for the scope is materially different than the original Client Proposal, Client and Coach agree to notify Concierge, at which point Concierge will provide an objective assessment of the situation and recommend an appropriate resolution.
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7. Fees
a. Fees for each engagement will be specified on each respective Coaching Services Order.
b. Payments will be handled through an automated payment system on the schedule specified in the Coaching Services Order and charged to the Client-nominated credit or debit card of Client. Client explicitly authorizes CoachSelect to charge their payment method per the terms of the Coaching Services Order.
c. In the event of a failed payment or non-payment, CoachSelect will reach out to Client immediately to rectify the situation. Until payment has been received, no coaching sessions will be conducted.
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8. Confidentiality
a. Coach has agreed to maintain confidentiality of the content of all coaching sessions, in accordance with the Code of Ethics set out by the International Coach Federation and executed an agreement with CoachSelect to that effect. As part of this agreement, the Coach will be expected to share high-level updates on Client’s fit for services with CoachSelect, but at no time will reveal to CoachSelect details of any particular Coaching Session.
b. If Client works with more than one Coach from CoachSelect, either simultaneously or in sequence, Client agrees that all Coaches engaged on work for the same Client will, within the bounds allowed by the International Coach Federation Code of Ethics, exchange with each other necessary information about Client goals and previous work with Client in order to ensure coordination and/or continuity of services.
9. Issue Escalation
a. If Client is dissatisfied with the services provided by the coach, Client agrees to notify the Concierge of these issues and provide a 30-day window within which CoachSelect and the Coach will make commercially reasonable efforts to resolve Client’s issue, including, if necessary, re-matching Client with a different Coach.
b. Client agrees to make reasonable efforts to participate in resolving the issue, which often will entail continuing the coaching phase as the issues are resolved.
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10. Termination
a. Either party may terminate this agreement with 30-day written notice to the other party.
b. Should either party elect to terminate this agreement, Client will have the right to receive any Coaching Sessions for which Client previously paid. No refunds will be given if Client decides not to use Coaching Sessions prepaid by Client as part of a monthly fee. Client agrees to pay costs associated with any coaching that takes place during the 30-day termination period for which payment has not yet been made.
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11. Indemnification
a. Client will indemnify, defend, and hold harmless any Coach providing Coaching Services under this Agreement and CoachSelect and its directors, officers and employees from and against all taxes, losses, damages, liabilities, costs, and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with: (i) the Services, Coaching Services, and CoachSelect and Coach’s execution and performance of its obligations under this Agreement; and (ii) Client’s use of the services delivered under this Agreement; and (iii) the negligence or intentional misconduct of Client.
b. Client is personally responsible for the actions they take or do not take. Client agrees not to
hold CoachSelect or the Coach liable for consequences of any actions or absence of any
actions taken by Client as a result of coaching conversations.
12. Disclaimer; Limitation of Liability
a. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ANY SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, ORAL, WRITTEN, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF PERFORMANCE OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT BEARS ALL RISK RELATING TO QUALITY, ACCURACY AND USE OF THE RESULTS OF THE SERVICES.
b. IN NO EVENT WILL COACH OR COACHSELECT, ITS STOCKHOLDERS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY LOST PROFITS, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE USE OF OR RELIANCE UPON THE SERVICES. IN NO EVENT SHALL CoachSelect BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE SERVICES. UNDER NO CIRCUMSTANCES WILL COACHSELECT TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO COACHSELECT DURING THE IMMEDIATELY PRECEDING THREE MONTH PERIOD (DETERMINED AS OF THE DATE OF ANY FINAL JUDGMENT IN AN ACTION). THE PARTIES AGREE THAT THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
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13. Intellectual Property
a. CoachSelect and the Coach shall retain all right, title, and interest worldwide in and to any trade secrets, inventions, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (hereinafter collectively referred to as “Inventions”) and all applicable intellectual property rights related to such Inventions owned by
CoachSelect or Coach, respectively, as of the Effective Date or discovered, conceived, or reduced to practice by CoachSelect or Coach during the term of the Agreement.
b. For further clarity: (i) Client may not copy or use for any reason (including for any future training) any of the Inventions without prior written consent from CoachSelect; and (ii) Client is not permitted to record or videotape any Coaching Session without prior written consent of CoachSelect and Coach.
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14. Non-Solicitation
a. Client may not suggest or agree to work with any Coach in the CoachSelect network directly,without express written approval by CoachSelect. If any coach within the CoachSelect network attempts to solicit Client or work directly with Client, Client will notify CoachSelect immediately.
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15. Applicable Law and Other Terms
a. This Agreement shall be interpreted in accordance with the laws of Delaware residents without regard to any conflict of law principles.
b. This Agreement will be effective as of the date of the initial Order executed by Client.
c. This Agreement, along with any Nondisclosure Agreement executed by Client and CoachSelect prior to the date hereof, which is hereby incorporated by reference, constitutes the sole and entire agreement of the parties hereto and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. The terms of this Agreement will govern all Services undertaken by CoachSelect for Client
d. No waiver by CoachSelect of any breach of this Agreement shall be a waiver of any preceding or succeeding breach. No waiver by CoachSelect of any right under this Agreement shall be construed as a waiver of any other right.
e. This Agreement may be updated or modified from time to time by CoachSelect in its sole discretion. Notwithstanding anything to the contrary in this Agreement, CoachSelect may provide notice of such updates or modifications by posting such notice on its website or other application pursuant to which Services are provided. Continued use of the Services following the effective date of any such update or modification shall constitute Customer’s acceptance of and agreement to such update or modification.
f. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by either party, in whole or in part without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, CoachSelect may assign, without Client’s consent, this Agreement, to (i) a wholly owned subsidiary of CoachSelect, or (ii) any entity which acquires all or substantially all of the assets of
CoachSelect or into which CoachSelect is merged or consolidated or to any entity controlling or controlled by CoachSelect. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and assigns.