RUTH GILBEY MARKETING AND COACHING

THE ONLINE BUSINESS COLLECTIVE AGREEMENT BETWEEN:

RUTH GILBEY (“RGMC”)

AND

YOURSELF (“Client”)

 *If you have a call bonus or have booked additional calls with Ruth, Ruth will send you an email with the terms for booking these calls. Please note you need to be an active member to book a call and also please be aware calls are booked on a first-come-first-served basis.

*A closed Facebook group (or similar) for Clients only. The intention is to use a closed Facebook group unless Facebook changes its terms of service then an alternative would be found like Slack for group support.

Schedule of Fees (“Fee”)

£670 for 12 months membership

OR

£77 /month 

GENERAL TERMS AND CONDITION

CONTRACT OF SERVICES (“AGREEMENT”)

1.       TERMS OF ENGAGEMENT 

1.1.        The Client is engaging RGMC as a success coach, business mentor and trainer to provide coaching and mentoring services (Services) on the terms of this Agreement.

1.2.      This Agreement will commence on the Effective Date and will continue unless and until terminated by either party giving 1 weeks notice to the other in writing.

2.       SESSIONS & CANCELLATION

2.1.      Each group coaching appointment at which the Services are provided (Session) will last for around 60 mins unless otherwise agreed and will take place over Zoom/Skype.  If you cannot make the group coaching call you can watch the recorded version of this group call which RGMC will share with the group. 

2.2.     REFUND POLICY: Upon execution of this Agreement, the Client shall be responsible for the full extent of the Fee.  If the Client terminates this Agreement, the Client will receive no refund of fees paid. There will be no liability for any further fees from the date of termination. Services will not be provided following termination of this Agreement and after Client has received the Services already paid for, whether they attend the scheduled Services or not.

2.3.     RESCHEDULING POLICY: RGMC reserves the right to cancel any Services by providing written notice by email or by telephone to the Client no less than 24 hours prior to the start of the Session.

2.4.     If  RGMC cancels a Service, RGMC will use best endeavours to re-schedule the Service at the earliest mutually convenient time.

3.       DUTIES OF COACH/MENTOR

3.1.       RGMC shall provide the Services with due care, skill and ability.

3.2.     Other than as set out in clause 3.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of coaching, RGMC do not guarantee any particular results.

3.3.     If for any reason RGMC is unable to provide the Services at the agreed time, RGMC will provide the Client with as much notice as possible and shall use best endeavours to reschedule the Services for a mutually agreed date and time.

4.     FEES

4.1.      In consideration of RGMC providing the Services to the Client, the Client will pay the Fees specified in the Schedule of Fees.

4.2.     If the Client is on a payment plan, RGMC will invoice the Client as defined in the Schedule of Fees.

4.3.     The Client agrees to pay all Fees due pursuant to this Agreement and as defined in the Schedule of Fees in full, cleared funds before the due date of the invoice.

4.4.     The Client shall be responsible for all travel, accommodation and other subsistence costs and expenses incurred by the Client in connection with the Clients participation in the Services.

4.5.     Without prejudice to any other right or remedy that RGMC may have if the Client fails to pay RGMC on or before the due date of any invoice, RGMC may:

1. a)       charge interest on such sum from the due date for payment at the annual rate of 5% above the base rate from the time payment is due to the time the payment is received, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Client shall pay the interest immediately on demand;
2. b)       suspend all Services until payment has been made in full
3. c)       terminate this agreement 

5.       CONFIDENTIAL INFORMATION

5.1.     RGMC acknowledge that in the course of providing the Services RGMC will have access to Confidential Information (as defined in clause 16).

5.2.    RGMC agrees not to (except in the proper course of my duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:

1. a)       any use or disclosure authorised by the Client or required by law;
2. b)       any use or disclosure which RGMC in my absolute discretion considers necessary or advisable in order to prevent illegal acts or harm to the Client or to others; or
3. c)       any information which is already in, or comes into, the public domain otherwise than through RGMC’s unauthorised disclosure.

5.3.    As is good practice in coaching, RGMC undertakes my own coaching. The Client agrees that RGMC may disclose any issues which arise out of the Services with RGMC ‘s own coach, supervisor and/or supervision group but RGMC agrees only to disclose such issues on a general basis and without disclosing the Clients name.

5.4.   The Client may disclose to third parties such information about the Services as you wish.

6.     DATA PROTECTION & INTELLECTUAL PROPERTY

6.1.      The Client acknowledges and agrees that the Client's personal data will be processed by and on behalf of RGMC as part of providing the Client with the Services.

6.2.     RGMC is the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that RGMC use within the training and coaching and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to the Client or to any other person.

6.3.     The Client may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that RGMC uses in the provision of the Services.

6.4.     RGMC grants to the Client a limited, non-exclusive, non-transferable, non-sub licensable revocable licence to use all or any of the content or material used in the Services for private personal use, and for the purpose for which the Services were provided only.

6.5.     The Client may not without RGMCs prior written consent make any audio or visual recordings of all or any part of the Services. The Client consents to recordings being made of courses and the Program by RGMC, and these will be provided to the Client for their own personal use on request.

6.6.     NON DISPARAGEMENT: In the event that a dispute arises between the Parties or a grievance by Client, the Parties agree and accept that the only venue for resolving such a dispute shall be under English Law. In the event of a dispute between the Parties, the parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage the other.

7.       TERMINATION

7.1.       If either Party gives notice to terminate this Agreement pursuant to clause 1.2, then as soon as reasonably practicable after such notice (and in any event before the date of termination of this agreement), the Client shall make yourself available for a phone call.

7.2.      On or before the date of termination of this Agreement, the Client shall immediately pay any unpaid fees or other sums payable under this Agreement.

7.3.      Termination of this Agreement shall not affect the accrued rights, remedies, obligations and liabilities of either party as at the date of termination of this agreement, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.

8.     STATUS

The relationship between RGMC and the Client will be that of independent contractor and nothing in this agreement shall render RGMC your employee, worker, agent or partner.

9.     LIABILITY

9.1.      Nothing in clause 9 shall limit RGMCs liability for death or personal injury caused by RGMCs negligence or for RGMCs fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.

9.2.     RGMC shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by the Client as a result of the Client entering into this agreement and RGMC providing the Services.

9.3.     RGMCs total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by the Client for the Services.

9.4.     If RGMC is prevented from or delayed in performing RGMCs obligations by the Clients act or omission or by any circumstance outside of RGMCs control, RGMC shall not be liable to the Client for any costs, charges or losses sustained or incurred by the Client that arise directly or indirectly from such prevention or delay.

9.5.     The provisions of clause 9 shall survive termination of this Agreement.

10. FORCE MAJEURE

RGMC shall not be in breach of this Agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond my reasonable control.

11.   ENTIRE AGREEMENT & PREVIOUS CONTRACTS

You acknowledge and agree that:

1. a)         this Agreement constitutes the entire Agreement and understanding between RGMC and the Client and supersedes any previous arrangement, understanding or agreement between RGMC and the Client relating to the provision of the Services (which shall be deemed to have been terminated by mutual consent);
2. b)         in entering into this Agreement the Client has not relied on any Pre-Contractual Statement (as defined in clause 16).
3.   VARIATION

No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each party.

13.   COUNTERPARTS

This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.

14. THIRD-PARTY RIGHTS

14.1.  A person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.

14.2. The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.

15.   GOVERNING LAW & JURISDICTION

15.1.   This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English Law.

16. INTERPRETATION

16.1.  The definitions and rules of interpretation in this clause apply in this Agreement (unless the context requires otherwise).

16.1.1.      Confidential Information: information in whatever form relating to the Client and the Clients affairs that are confidential to the Client including (but not limited to):

1.     information that RGMC obtains in connection with the provision of the Services and
2.   the fact that RGMC is providing the Services to the Client.

16.1.2.     Pre-Contractual Statement: any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the provision of the Services other than as expressly set out in this Agreement.

16.2. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

16.3. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.

16.4. Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular.