1. The Agreement
You ("You") are agreeing to enter into a Coaching Program ("the Program") with Celinne Da Costa Worldwide LLC of 256 Chapman Rd, STE 105-4, Newark, DE 19702 (referred to in this document as "We", "Our" or "Us").
Legal Name *
This is the name that will be used on your contract.
* 2. The Services
2.1. The Services ("Services") we shall deliver as part of the Program are as follows:
2.1.1. 1 x private one-to-one coaching sessions lasting 90 minutes to be delivered by Zoom or other online meeting facility ("the Session");
2.1.2. Access to download a recording of the Session for up to 7 days following the date of the Session;
2.1.3. Email access to us subject to a maximum weekly limit of 15 minutes for up to 7 days following the session. We agree to use our best endeavors to respond to all emails within 72 hours. You can reach us at firstname.lastname@example.org;
Any additional contact or support you request that is not included in the Services above will require separate terms and conditions and separate fees will apply.
2.2. Our delivery of the Services will be subject to these Agreement terms and you accept them when you agree to purchase our Program and provide payment of the Program Fee, unless we agree in writing otherwise.
2.3. When we deliver the Services to you, we may engage the services of our employees, contractors and such other third-party providers as may be necessary.
2.4. We agree to use our best endeavors to deliver the Services within the timescales set out within this document, but in purchasing this Program, you accept and understand that as we operate a global business which involves regular travel across the world, delays to the delivery of the Service may arise due to location, time differences, or lack of secure, reliable or accessible telecommunication services. Where we experience delays in delivering the Services to you, we’ll do our best to inform you in advance or where that is not possible, we’ll notify you as soon as we can once accessibility is restored. 3. Your Obligations
3.1. You shall be responsible for scheduling your Sessions via the Acuity Scheduling platform. A link to access the Acuity Scheduling platform along with instructions explaining how to use it to schedule your Sessions will be included in your welcome email. Please take the time to thoroughly review your welcome email and familiarize yourself with how to access and use the Acuity Scheduling platform. In the event you require technical support, not covered by the welcome email, then you can email tech support at email@example.com.
3.2. You accept and understand that this is a time limited Program and when scheduling your Sessions, the following conditions apply:
3.2.1. your Session must be scheduled to take place within 30 days from the date of this Agreement, unless we expressly agree otherwise in writing;
3.2.2. any Sessions that have not taken place by the end of the Period shall be forfeited by you.
3.2.3. Due to rising demand in services, it is possible you’ll experience a waiting period up to 4-5 weeks to schedule your session. If this occurs, email firstname.lastname@example.org and we will extend your contract as needed to accommodate this wait period.
3.3. Should you be unable to attend the scheduled Session then you must cancel and reschedule your Session up to 24 hours before the scheduled Session start time via the Acuity Scheduling platform. Any cancelled Sessions must be rescheduled and take place within 14 days from the date of the cancelled Session.
3.4. If you wish to cancel your Session less than 24 hours before the scheduled start time then you must email us at email@example.com to notify us of your intention to cancel. When you do this, you shall forfeit the right to that Session unless we agree otherwise and this is in our absolute discretion.
3.5. We respect your time and would ask that you respect ours too. Accordingly, if we are waiting for you to join a scheduled Session for more than 15 minutes from the scheduled start time, we reserve the right to treat this as a no show and you shall forfeit your right to that Session.
3.6. You accept and understand that you are solely responsible for making decisions and taking appropriate action as a result of anything covered during the Program and that we shall not be liable for your failure to make decisions, put into action plans or strategy, or for any results whether direct or indirect arising out of your participation in the Program or our delivery of the Services.
3.7. You accept and understand that purchasing this Program is not a substitute for professional therapy services. If you are currently undergoing medical or other professional help concerning your mental health then you should provide your practitioner with details of this Program and inform us if appropriate and relevant.
3.8. Should you have any concerns whatsoever in relation to our delivery of this Program then you agree to provide us with details by email as soon as possible. We agree to use our reasonable efforts to work with you to resolve any concerns you may have.
3.9. You agree that any information you provide to us is true, correct, up to date and complete.
3.10. You understand that any resources or information that we provide to you as part of this Program is for general information only and does not constitute legal, financial or medical advice.
3.11. You agree that all information that we disclose to you as part of the Program remains our intellectual property and you agree to comply with our rights in connection with the information, materials and resources we provide to you in accordance with Section 10 of this Agreement. 4. Our Obligations
4.1. We agree to deliver the Program and the Services to you with reasonable care and skill.
4.2. If we have to cancel a Session then we shall use our best endeavors to provide you with as much notice as possible. 5. Payment Terms
5.1. The fee for the Program is $1,500 ("the Fee").
5.2. Payment of the Fee shall be made via the invoice provided using any form of Credit Card.
You may also transfer funds directly to my bank account at:
Celinne Da Costa Worldwide LLC
19 W 24th Street
New York NY 10010
For additional payment options, please contact us directly at firstname.lastname@example.org using "Payment Options" in the subject line.
5.3. The Fee must be paid within 48 hours from the date of our invoice.
5.4. The Fee shall be paid without any deduction or any withholding except as may be required by law. 6. Late Payment
6.1. You shall be responsible for paying the Fee or any installment of the Fee, in full and on time.
6.2. If payment of the Fee is more than 7 days overdue, then a fixed administration fee of $200 shall be added to your account and we shall be entitled to withhold delivery of the Program and Services until your account is brought up to date.
6.3. If payment of the Fee is beyond 14 days overdue then we shall be entitled to cancel our Agreement and seek recovery of the Fee along with any associated costs.
7. Refund Policy
7.1. No refund policy shall apply to your purchase of the Program except for the circumstances set out in Clause 9.
8. Cancellation and Termination
8.1. This Agreement between us may be terminated by either one of us giving the other notice by email in the following circumstances:
8.1.1. either one of us breaches a term of this Agreement, and where it is a breach capable of remedy, fails to remedy that breach within 14 days of being notified by the other person; or
8.1.2. either one of us breaches a term of this Agreement which is incapable of being remedied; or
8.1.3. you provide us with 14 days’ notice to cancel this Agreement. Please remember that no refunds apply and you will be liable for full payment of the Fee despite any notice of cancellation.
8.2. We reserve the right to limit delivery of the Program or suspend, and/or terminate this Agreement without refunding any Fee, whether paid, or remaining due, if we reasonably determine that you are:
8.2.1. preventing us from delivering the Program and the Services in any way. Such behavior shall include, but not be limited to, displaying a lack of interest in the Program or Services, repeatedly ignoring or failing to respond to emails or other messages, communicating in a way which is abusive or intended to cause offence; and/or
8.2.2. failing to follow or abide by any term of this Agreement, whether such action constitutes a material breach or not.
8.3. Upon termination of this Agreement for any reason:
8.3.1. any Fee or other monies owing to us shall become immediately due and payable;
8.3.2. any term of this Agreement which either expressly or by its nature relates to the period of time after termination and/or the Services have been delivered, shall remain in full force and effect;
8.3.3. both of us agree to stop using, either directly or indirectly any Confidential Information, and shall immediately return to the other any documents in our possession or control which contain any Confidential information.
9. Events outside of our control
9.1. Whilst we shall make every effort to deliver the Program to you, certain events may arise which are outside of our control and which may affect our ability to deliver the Program. Such events may include an Act of God, Strike, War, Riots, Lock Outs, Fire, Flood, Accident, any Act/Omission of a Telecommunications officer, or Third-Party Supplier of Services, or any other circumstances beyond our control ("Events"). Should an Event occur then the timescales for delivery of the Program shall be extended until a reasonable time after the Event, and under no circumstances shall we be liable for any loss or damage suffered by you as a result.
9.2. Should an event occur, such as a global pandemic, that still allows the Parties to deliver and participate in the Program, all terms shall remain in force. Please note that a pandemic does not release you from making timely payments.
. 10. Confidentiality
10.1. For the purposes of this Agreement Confidential Information shall mean personal information, ideas, any business practices, materials, content, documents, video and audio recordings, presentations, resources, downloads, podcasts, workbooks or any other confidential and/or proprietary information (“Confidential Information").
10.2. In order for you to benefit fully from this Program, you accept that you will be encouraged to disclose Personal Data and / or Confidential Information. We understand and respect the value of such information and shall not, either directly or indirectly, communicate or disclose, make available to, or use for our own benefit or for the benefit of any other person or entity any Confidential Information that you may disclose to us or that may be disclosed as part of your participation in the Program other than to our employees, contractors, agents or advisors, to the extent necessary for the delivery of the Program.
10.3. Confidential Information, for the purposes of this Agreement excludes any information that:
10.3.1. was already known to us prior to being provided with that information by you;
10.3.2. is already accessible in the public domain;
10.3.3. is provided to us by a third party separately from this Agreement and without any breach of the terms of this Agreement; or
10.3.4. is produced, developed, or collated by us independently of you and without any breach of the terms of this Agreement.
10.4. Where we process your personal data, we shall do so in accordance with the terms of our Privacy Notice which can be found on our website at www.celinnedacosta.com.
10.5. We are grateful to receive testimonials, comments, reviews, images, or similar information (“Reviews"). As part of this Agreement you consent for us to exhibit, copy, publish, distribute, use on or in any of our website, pages, other social media sites, advertising, marketing campaigns, or email communications any of these Reviews as we reasonably require to lawfully promote our business. You can withdraw your consent at any time by emailing us.
10.6. By purchasing the Program, you hereby agree and undertake that from the date of this Agreement:
10.6.1. not to infringe any of our copyrights, patents, trademarks, trade secrets or other intellectual property rights;
10.6.2. that any Confidential Information disclosed by us is confidential and proprietary and belongs solely and exclusively to us;
10.6.3. not to disclose, communicate, reproduce, distribute, make available to or use for your own benefit, whether personally or commercially, and whether directly or indirectly, our Confidential Information and any other materials and resources provided during delivery of the Program or use it or them in any manner other than as necessary as part of your participation in the Program;
10.6.4. not to use any of our Confidential Information or other materials or resources for any purposes which are unlawful, would cause harm or distress to another person, or would cause damage to our business or reputation;
10.6.5. that all information and data provided by us whether marked Confidential or not is our confidential and proprietary intellectual property and belongs solely and exclusively to us, and may only be used by you as expressly authorized by us and nothing in this Agreement constitutes a transfer of any intellectual property or grant of a license or any right to use unless expressly agreed in writing by us;
10.7. As part of our delivery of the Services we shall grant you a personal, limited, non-transferable, non-exclusive, revocable license to access and use the materials and resources we provide solely for your private and personal use in connection with the Program. Your license becomes valid upon payment of the Fee and any other monies owing to us.
10.8. Where any of the materials and resources we provide contain intellectual property belonging to a third party, your use of that material will be governed by that third party’s terms and it shall be your responsibility to seek consent to use that material. We will not be liable to you in connection with your use or attempted use of any
materials that contain intellectual property belonging to a third party.
10.9. The obligations set out above shall not apply where it is necessary for us to disclose in connection with legal proceedings, prospective legal proceedings, to allow us to obtain legal advice, or where we have been directed to do so by a court or other body of equivalent jurisdiction.
11.1. We have made every effort to accurately represent the Program and the Services. Any testimonials and/or examples of results experienced are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on many factors, including his or her background, dedication, desire, and motivation. As with any business endeavor, there is an inherent risk of loss of capital and we make no guarantee, representation, or warranty with respect to the Services provided.
11.2. We shall not be liable to you for any indirect, consequential, or special damages.
11.3. In the event you incur damages as a result of our default or violation of any of the terms of this Agreement, then our entire liability under this Agreement is limited to the Fee amount paid by you to us as at the time the loss is sustained.
11.4. Throughout the duration of the Program and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm Celinne Da Costa, her company, agents, employees, contractors, or clients, or its or their reputation or which would reasonably be expected to lead to unwanted or unfavorable publicity to us, our agents, employees, contractors, or clients.
11.5. Should a dispute arise between us in connection with this Agreement which we are unable to resolve amicably then we both agree to refer the matter to an independent mediator for resolution. In the event, an agreement can still not be reached then legal action can be commenced.
11.6. You agree to indemnify us against any costs, liability, damages, loss, expenses, or claims that we incur as a result of your default or violation of any term of this Agreement.
12.1. Any reference in this Agreement to the provision of the notice shall mean notice in writing sent by email to the email address included in this Agreement. All emails will be taken as delivered 48 hours from valid transmission.
12.2. If you change your contact email address it will be your responsibility to notify us so that we can update our records.
13.1. The failure of either one of us to actively enforce any provision of this Agreement shall not constitute a waiver, diminution, or limitation of any right (including any enforcement rights).
13.2. In the event any provision of this Agreement is deemed to be invalid, or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.
13.3. This Agreement represents the entire agreement between us and supersedes all other negotiations, drafts, correspondence, and discussions prior to the date this Agreement is signed.
13.4. You agree that no other representations have been made by us to induce you into purchasing the Program and no modification to this Agreement shall be effective unless in writing and signed by us both.
14. Applicable Law
14.1. This Agreement is formed in the United States, which is our principal place of business, and this Agreement and the rights of us both shall be governed by the laws of the United States and in the absence of any controlling federal law, with the laws applicable to the State of Delaware.
15. Dispute Resolution; Costs and Fees; Applicable Law/Venue
Both Company and Client agree to make every effort to resolve disputes without the need for third-party assistance. If that cannot be done, Company and Client agree to utilize mediation in order to resolve the dispute. The mediation will either be held in Delaware or through an online mediation service. Both parties must agree to the mediation service and mediator to assist in resolving the dispute. Both parties agree that their good faith participation in mediation is a condition precedent to pursuing any other available legal remedies.
Parties agree that this Agreement shall be governed by and construed in accordance with the laws of Delaware.
Parties agree that the venue for any court proceedings arising out of this Agreement shall be in Delaware.
If Company is the successful party to the dispute resolution, Company will be entitled to costs and fees incurred in resolving or settling the dispute, in addition to any other relief to which Company may be entitled.
I confirm that my signature indicates my full understanding and agreement with the information outlined above.
Your Name *
17. Signed for Celinne Da Costa Worldwide LLC, Brand Story & Life Design Coach
Signed by Celinne Da Costa on 04/10/2022