THIS AGREEMENT (the “Agreement”) is between Amelia Dee Consulting Corporation, a corporation incorporated pursuant to the laws of the Province of Ontario, Canada (hereinafter called the “Company”) and the "Client/Student".
WHEREAS the Company is in the business of providing career coaching products & services;
AND WHEREAS the Client/Student and the Company both agree to abide by and be subject to the terms and conditions of this Agreement;
NOW THEREFORE, in consideration of the mutual covenants and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
DEFINED TERMS
In this Agreement:
“Agreement” means this Agreement, including additional pages as referenced hereto, as amended, restated, or supplemented from time to time;
“Client/Student” means any purchaser of a product or service from the Company;
“Confidential Information” has the meaning specified in the Confidentiality section below;
“Company” has the meaning specified in the preamble of this Agreement;
“Fee” has the meaning specified in the Products/Services and Fees section below;
“Parties” means, collectively, the Company and the Client/Student and “Party” means any one of them;
“Products/Services” has the meanings specified in the Products/Services and Fees section and in the Ownership of Products/Services section below;
“Purchase Page” means the online web page or portal where the Client/Student enters credit card and other personal information to complete a transaction to purchase Products/Services from the Company;
“Term” means the period of time for which this Agreement shall be valid, subject to the conditions described in the Term section below; and
PRODUCTS/SERVICES AND FEES
Products/Services refers to any digital commodity stored, delivered and used in its electronic format; shipped electronically to the Client/Student through email or other electronic delivery method; made available for viewing or download from the Internet; and that the Company will provide during the Term of this Agreement in return for the Fee which the Client/Student will pay for such Products/Services.
Products/Services also includes, but is not limited to programs, sessions, calls, workshops, events, courses, classes, challenges, masterminds, etc., as facilitated by the Company or other designee, either virtually or in person, in a group or individual format, and that the Company will provide during the Term of this Agreement in return for the Fee which the Client/Student will pay for such Products/Services.
Products/Services are not transferable to family members, colleagues, friends, business partners and associates, team members, superiors, and other parties, and may only be accessed and used by the original purchaser as noted on the Purchase Page.
The Client/Student agrees to pay the Company the Fee as set out on the Purchase Page in accordance with the format and method set out therein (the “Fee”). The Purchase Page shall form part of this Agreement between the Company and the Client/Student.
The Client/Student acknowledges that the Company, in consideration of the Products/Services, will charge the credit card chosen by the Client/Student on the dates and for the amounts specified on the Purchase Page.
Any applicable taxes, as required by law, may be assumed to be included in the purchase price specified on the Purchase Page.
When purchasing Products/Services on a multiple-payment plan, the Client/Student agrees to be obligated to pay the fee in full according to the number of payments, frequency, and payment amount listed on the Purchase Page.
If available, the Client/Student may pay an initial deposit towards the full purchase price of the Products/Services. The Client/Student acknowledges that this deposit is required to secure a position in the Company's client roster as well as the total payment amount as agreed on the day and time that the deposit is paid. As such, the Client/Student agrees to pay the outstanding balance in full by the agreed upon future date using the automatic payment method provided at the time of enrollment. The Client/Student further agrees that any deposits will be paid in full at the time of enrollment and are non-refundable.
To the extent that the Client/Student provides the Company with credit card information for payment, the Company shall be authorized to charge the credit card(s) for any unpaid charges. If the Client/Student uses a multiple-payment plan to make payment to the Company, the Company shall be authorized to make all charges at the time they are due and is not required to seek separate authorization to do so.
In the event the Client/Student fails to make any of the payments within the time prescribed, the Company has the right to immediately cease all access and delivery of the Products/Services until payment in full is received.
The Client/Student further agrees it shall not cancel the credit card provided without concurrent notice to the Company at the time such credit card is cancelled and the furnishing of replacement credit card information. The Client/Student is responsible for any fees associated with recouping payment on chargebacks and any other fees in connection with the Company's collection of payment.
The Company, at its sole discretion, may make promotional offers with different features and different rates to any past, current, future, or potential Clients/Students. These promotional offers, unless made as part of the purchase of the Products/Services at this time, shall have no bearing whatsoever on this Agreement. The Company may change the fees and deliverables for any Products/Services as deemed necessary, at its sole discretion, with or without notice to the Client/Student.
Furthermore, such promotional offers have no cash value and cannot be used in a manner other than as intended and determined by the Company. Promotional offers cannot be retroactively applied after a purchase has been processed and completed, regardless of the reasoning or rationale. Any misuse, abuse, or otherwise fraudulent application of promotional offers will result in immediate cessation of all access and delivery of the Products/Services and may further result in legal action being taken to recover damages suffered by the Company.
REFUNDS
Unless specified herein, given the nature of the Products/Services, refunds will not be provided.
TERM
Unless otherwise stated herein, this Agreement shall be effective and shall continue as long as the Client maintains full, partial, temporarily suspended or interrupted access to any element(s) of the Products/Services or until this Agreement is terminated in accordance with the Termination section. Termination or cessation of access or availability of Products/Services is determined at the sole discretion of the Company, with or without notice to the Client/Student.
REPRESENTATIONS AND WARRANTIES
The information provided in the Products/Services is for general informational and educational purposes only. Although the Company has made every effort to ensure that the information was correct at the time of publication and delivery, the Company does not assume and hereby disclaims any liability to any party for any loss, damage, or disruption caused by errors or omissions, whether such errors or omissions result from negligence, accident, or any other cause.
While the Company attempts to keep the information up-to-date and correct, there are no representations or warranties, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the information or related graphics contained in the Products/Services, for any purpose. Any use of this information is at the assumed risk of the Client/Student.
The methods used in the Products/Services are not intended to be a definitive set of instructions. Other methods and materials to accomplish the same end results may exist and be discovered. The Company does not guarantee outcomes related to securing employment, promotions, income, lifestyle changes, or other related outcomes, as a result of using the information contained in the Products/Services.
Because of the nature of the Products/Services, the results experienced by any Client/Student may vary significantly. The Company does not make any promises to the Client/Student and will not deliver any guaranteed outcomes as a result of following the recommendations set forth in the Products/Services. The outcomes and results the Client/Student experiences depend on his or her level of ability and commitment to implementing the strategies given.
As a result, both Parties agree that any results or outcomes received or not received by the Client/Student, is predominantly influenced by the efforts and actions of the Client/Student.
LIMITATIONS AND EXCLUSIONS OF LIABILITY
The limitations and exclusions of liability set out in this section and elsewhere in this Agreement govern all liabilities arising under the Representations and Warranties section or in relation to the Products/Services, including liabilities arising in contracts, in tort (including negligence), and for breach of statutory duty.
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The Company will not be liable to the Client/Student in respect of any losses arising out of use of the information contained in the Products/Services.
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The Company will not be liable to the Client/Student in respect of any professional losses, including, without limitation, loss of or damage to reputation, job security, income, or opportunity.
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The Company will not be liable to the Client/Student in respect of any loss or corruption of any data, database or software.
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The Company will not be liable to the Client/Student in respect of any special, indirect or consequential loss or damage.
PERFORMANCE STANDARD
The Company shall exercise the skill, care and diligence to be expected of a qualified, competent and experienced provider of the Products/Services in each of the disciplines to which the Products/Services relate. Parties agree that the Products/Services provided by the Company are not in the discipline of psychological counselling or other disciplines, including but not limited to, psychotherapy or mental health counselling.
MEMBERSHIP
If provided, the materials and resources of the Products/Services are made available through a third party membership portal with a secure server and the Company has taken all reasonable steps to ensure that the online content will be available at all times during the Term. However, in the event that the content is not available in whole or in part, at any time, becomes corrupted, is deleted or fails to be stored, the Company shall have no liability under any circumstances.
PRODUCT/SERVICES BONUSES
If provided, bonus offerings are purely complimentary and do not form part of the core curriculum. As such, they may be amended, replaced, enhanced, eliminated, or otherwise altered at the sole discretion of the Coach, with or without notice to the Client/Student.
LIFETIME ACCESS
If provided, the Client/Student may maintain access through the third party membership portal to the core curriculum of the edition of the Product/Services purchased by the Client/Student. Bonuses, future updates, and any other enhancements or changes to the Product/Services are specifically excluded.
LOG-IN INFORMATION
If provided, the Client/Student acknowledges purchasing a single-use user license only. Furthermore, the Client/Student agrees to keep all user and log-in details and passwords for the membership portal, online group, or other related access points, confidential at all times and shall not disclose them to any third party, including but not limited to family members, colleagues, friends, business partners and associates, team members, superiors, and other parties.
The Client/Student must notify the Company immediately via email to hello@cindyharveyonline.com if he or she becomes aware of any authorized or unauthorized use of his or her account and he or she shall indemnify the Company against all claims, damages, losses, costs, or expenses and any other liability that arises from any authorized or unauthorized use of his or her account.
Failure to adhere to this may result in immediate discontinuance or interruption of participation and/or indefinite termination of access to or delivery of the Products/Services. This is determined at the sole discretion of the Company, with or without notice to the Client/Student.
INDIVIDUAL AND GROUP COACHING
If provided, the Client/Student understands that best results for individual and group coaching are achieved when the Client/Student is fully engaged in the collaborative process of finding a reasonable & suitable solution to their career challenge; attending and being on time for scheduled sessions; attending sessions with a specific agenda and questions prepared in advance; completing assignments within required timelines; being a prepared and active participant throughout the entire process; and communicating with the Company in an open and honest manner.
The Client/Student must complete pre-work and assignments for sessions, and if required, submit to the Company a minimum of 48-hours before the session is scheduled. Not adhering to this deadline may compromise achievement of the intended results and may result in the session being immediately cancelled at the sole discretion of the Company.
Individual sessions may be rescheduled upon mutual agreement between the Client/Student and the Company no less than 48-hours prior to the agreed upon date and time that the session was originally scheduled. Rescheduling requests received less than 48-hours prior to the agreed upon date and time or missed sessions may result in the session being forfeited as determined at the sole discretion of the Company. All individual session reschedule requests must be submitted in writing from the Client/Student to the Company via email to hello@cindyharveyonline.com.
Group sessions are not available to be rescheduled.
TERMINATION
(i) Termination of Agreement
If the Client/Student breaches its obligation under any section of this Agreement, including, but not limited to, a breach of the Confidentiality provision in accordance with the Confidentiality section, and this breach is not remedied by the Client/Student within three (3) calendar days of receipt of written notice from the Company, the Company may immediately discontinue or interrupt the Client/Student participation in and/or indefinitely terminate access to or delivery of the Products/Services. This is determined at the sole discretion of the Company, with or without notice to the Client/Student.
The Company may choose to temporarily suspend access to or delivery of the Products/Services to the Client/Student during the three-calendar day breach remedy period.
(ii) Effect of Termination
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In the event the Agreement is terminated in accordance with section (i) Termination of Agreement, the Company shall be entitled to any accrued and unpaid Fees, on a pro-rata basis, for the Products/Services provided to the date of termination and in accordance with the payment method set out on the Purchase Page.
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If the Client/Student breaches or otherwise violates the terms of this Agreement with or without notice, the Client/Student will forego the right to claim against the entire amount of the Fees already paid to the Company; and
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If the Company terminates this Agreement with notice in accordance with section (i) Termination of Agreement, the Client/Student will not be entitled to a refund for the Products/Services not rendered.
(iii) Termination of Agreement - Month-to-Month Coaching Packages
Month-to-month coaching packages are defined as those without a defined end date and no total purchase price.
Either Party may submit a request to cancel a month-to-month coaching program by providing 14 business days of written notice (the "Notice Period") to the receiving Party.
During the Notice Period, any services which have been previously paid for, but not yet received by the Client/Student, will be delivered by the Company during the Notice Period. Once the Notice Period has been satisfied and any services previously paid for have been delivered, the coaching relationship will conclude and no further obligation by either Party will exist.
If the Client/Student's regular monthly payment is due to be processed during the Notice Period, the payment will be charged to the Client/Student's credit card on file. In this case, one additional month of services will be delivered by the Company. Once the Notice Period has been satisfied and any services previously paid for have been delivered, the coaching relationship will conclude and no further obligation by either Party will exist.
The Client/Student agrees that any outstanding payments for services previously delivered but not yet paid for, will be paid in full by no later than the last day of the Notice Period.
Providing less than 14 business days of notice to terminate the Agreement, will not be accepted by either Party. This is to allow both Parties a smooth transition out of the coaching relationship.
CONFIDENTIALITY
All information presented by a disclosing party to a receiving party, including but not limited to personal anecdotes, plans, prospects, affairs, and all compilations created and produced by the Company in the course of this Agreement, including, without limitation, notes, worksheets, methodologies, visuals, outlines, videos, reports, exercises, techniques, and strategies (collectively, the “Work Products”), containing or based upon, in whole or in part, any such information, whether oral, visual, electronic, written or otherwise, pertaining to the Company is hereinafter referred to as “Confidential Information” under this Agreement.
(i) Except for reasonable personal use, the Client/Student shall not at any time or in any manner make or cause to be made any copies, pictures, duplicates, facsimiles or other reproductions or recordings of any type of any Confidential Information. The Client/Student shall not use at any time (whether during the continuance of this Agreement or after its termination) for its own benefit or purposes or for the benefit or purposes of any other person, firm, corporation, association or other individual or business entity, any Confidential Information. The term “person” as used in this Agreement shall be broadly interpreted to include, without limitation, any individual, corporation, company, trust, unincorporated association, joint venture, group, partnership or other entity, including any governmental or regulatory entity.
All information relating to this Agreement will be kept confidential by both the Company and the Client/Student. Both Parties agree that the receiving party and its representatives, if any, will not, without the disclosing party’s prior written consent:
(a) Be used by the receiving party or any of its representatives in any way detrimental to the disclosing party or its subsidiaries or affiliates; or
(b) Be disclosed by the receiving party or any of its representatives, if any, in any manner whatsoever, in whole or in part, and will not be used by the receiving party or its representatives, directly or indirectly, for any purpose at any time other than for the purposes as specified herein.
(ii) In the event that the receiving party or any person to whom it transmits Confidential Information pursuant to this Agreement is required by law or any order of any competent court or other authority, to disclose any of the Confidential Information, the receiving party will provide the disclosing party with prompt written notice so that the disclosing party may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement.
OWNERSHIP OF PRODUCTS/SERVICES
The Products/Services created by the Company under this Agreement are deemed to be the property of the Company. The Company has all rights, title and interest in and to the Products/Services created and distributed in the course of this Agreement, including but not limited to outlines, visuals, and methodology. The Company makes no representations, express or implied, on granting the Client/Student and its affiliates, if any, the rights to use, disclose, reproduce, modify, license or distribute all Work Products to the extent that the Company has property rights over such Products/Services.
MISCELLANEOUS
(i) Entire Agreement
This Agreement, constitutes the entire agreement between the Parties, superseding all prior or contemporaneous communications, agreements, representations, warranties, negotiations and understandings, whether oral or written, between the Parties with respect to the subject matter hereof. The Parties have not relied and are not relying on any other information, discussions or understandings in entering into and purchasing the Products/Services contemplated by this Agreement.
(ii) Notices
All notices, requests, demands or other communications required or permitted to be given or made hereunder will be in writing and will be well and sufficiently given or made if sent by email.
If to the Company:
Attn: Amelia Dee Consulting Corporation
Email: hello@cindyharveyonline.com
If to the Client/Student, to the email address supplied on the Purchase Page.
Any notice so given will be deemed to have been given and to have been received on the day on which such notice was sent (provided that the notice is sent during normal business hours on a business day and, if not, then on the first business day thereafter). Either party hereto may change its contact information for notice by notifying the other party hereto given in the manner aforesaid.
(iii) Assignment
This Agreement is binding on the parties hereto and their respective successors in interest. The Client/Student shall not assign or transfer this Agreement or any rights or obligations hereunder without the Company’s prior written consent.
(iv) Headings
The use of headings and the division of this Agreement into Sections are for convenience of reference only and are not intended to interpret, define, or limit the scope, extent or intent of this Agreement, or any provision thereof.
(v) Modification and Waiver
No provision of this Agreement may be modified or amended unless such modification or amendment is agreed to in writing by the Company.
The waiver by either Party of a breach, an Event of Default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions, and no waiver is binding unless set forth in writing and executed by both Parties. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right it may have under this Agreement, or by law or equity.
(vi) Severability
If any provision of this Agreement is determined to be illegal, invalid or unenforceable, by an arbitrator or any court of competent jurisdiction from which no appeal exists or is taken, in whole or in part, that provision shall be severed from this Agreement to the extent of such illegality, invalidity or unenforceability and shall not affect or impair the remaining provisions of this Agreement which shall continue in full force and effect.
(vii) Survival of Terms
The provisions of the following sections: Products/Services and Fees; Purchase Policies; Representations and Warranties; Limitations and Exclusions of Liability; Confidentiality; and Ownership of Products/Services; of this Agreement shall survive termination of this Agreement.
(viii) Governing Law
This Agreement shall be governed by, interpreted and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein. The Parties attorn to the jurisdiction of the courts of Ontario with respect to any dispute or other matter arising hereunder.
(ix) Counterparts
This Agreement may be executed and delivered in any number of counterparts with the same effect as if all parties had signed the same document. All counterparts shall be construed together, and shall constitute one and the same Agreement.
CURRENCY
All references to dollar amounts and money in this Agreement, unless otherwise specified, are to US dollars.
CONTACT
Any questions or concerns related to this Agreement should be sent to hello@cindyharveyonline.com.
Last Revised: December 19, 2022