By participating in consulting services, coaching, mentorship, design, branding or marketing the client acknowledges that Emma Shoesmith is not a psychologist, therapist, attorney, or financial advisor, and services do not replace the care of other professionals. Coaching and/or consulting is in no way to be construed or substituted as psychological counselling or any other type of therapy or advice.
The Consultant may provide Client with information relating to products that Consultant believes might benefit Client, but such information is not to be taken as an endorsement or recommendation. The Consultant is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or coaching provided.
The Consultant may provide Client with third-party recommendations for such services as photography, design, business, health, or other related services. Client agrees that these are only recommendations and the Consultant will not be held liable for the services provided by any third-party to Client. The Consultant is not responsible for any adverse effects or consequences that may result, either directly or indirectly, from any information or services provided by a third-party.
Any testimonials, earnings, or examples shown through the Consultant’s social media, website, programs, and/or services are only examples of what may be possible for Client. There can be no assurance as to any particular outcome based on the use of the Consultant’s programs and/or services. The client acknowledges that the Consultant has not and does not make any representations as to the future income, sales, or potential profitability or loss of any kind that may be derived as a result of use of the Coach’s website, programs, products or services.
Confidentiality
This Agreement is considered a mutual non-disclosure agreement. Both Parties agree not to disclose, reveal or make use of any information learned by either party during discussions, coaching sessions, or otherwise. Client acknowledges that the Consultant may share confidential information or coaching sessions with the Consultant’s contractors or representatives solely for the purpose of fulfilling the obligations of this Agreement. Confidential Information includes, but is not limited to, information disclosed in connection with this Agreement, and shall not include information rightfully obtained from a third party. Both Parties shall keep all Confidential Information strictly confidential by using a reasonable degree of care, but not less than the degree of care used by it in safeguarding its own confidential information. The obligation of the Parties hereunder to hold the information confidential does not apply to information that is subsequently acquired by either Party from a third party who has a bona fide right to make such information available without restriction. Both Parties agree that any and all Confidential Information learned as of the date of purchase shall survive the termination, revocation, or expiration of this Agreement.
Recording of Calls
Client acknowledges that calls may be recorded for purposes of fulfilling this Agreement.
Intellectual Property Rights
In respect of the documents specifically created for the Client as part of this Agreement, the Consultant maintains all of the copyright, other intellectual property rights and any other data or material used or subsisting in the Material whether finished or unfinished. Client receives one licence for personal use of any content provided by the Consultant. Nothing in this Agreement shall transfer ownership of or rights to any
intellectual property of the Consultant to Client, nor grant any right or licence other than those stated in this Agreement. For the purposes of this Clause, “Material” shall mean the materials, in whatever form, used by the Consultant to provide the Services and the products, systems, programs or processes, produced by the Consultant pursuant to this Agreement.
Disclaimer of Warranties
The Services provided to the Client by the Consultant under this Agreement are provided on an “as-is” basis, without any warranties or representations express, implied or statutory; including, without limitation, warranties of quality, performance, non-infringement, merchantability or fitness for a particular purpose.
Indemnification
Each party shall indemnify, defend, and hold harmless the other, its current and former employees, or agents, from and against any claims, including third party claims, demands, loss, damage, liability, or expense (including attorney’s fees) relating to a) the negligence, recklessness, or willful misconduct of the indemnifying party or any party under direction or control of the indemnifying party, b) a material breach of this Agreement by the indemnifying party, or c) the damage, loss, or destruction of any property, profit, or revenue (both real or imagined) of the indemnified party, or its clients.
Non Disparagement
The Parties agree and accept that the only venue for resolving a dispute shall be in the venue set forth herein below. The Parties agree that they neither will engage in any conduct or communications with a third party, public or private, designed to disparage the other. Neither Client nor any of Client’s associates, employees or affiliates will directly or indirectly, in any capacity or manner, make, express, transmit speak, write, verbalise or otherwise communicate in any way (or cause, further, assist, solicit, encourage, support or participate in any of the foregoing), any remark, comment, message, information, declaration, communication or other statement of any kind, whether verbal, in writing, electronically transferred or otherwise, that might reasonably be construed to be derogatory or critical of, or negative toward, the Consultant or any of its programs, affiliates, subsidiaries, employees, agents or representatives.
Dispute Resolution
If a dispute is not resolved first by good-faith negotiation between the parties to this Agreement, any controversy or dispute to this Agreement will be submitted to the International Court of Arbitration. The arbitration shall occur within ninety (90) days from the date of the initial arbitration demand and shall take place in London, UK or via telephone. The Parties shall cooperate in exchanging and expediting discovery as part of the arbitration process and shall cooperate with each other to ensure that the arbitration process
is completed within the ninety (90) day period. The written decision of the arbitrators (which will provide for the payment of costs, including attorneys’ fees) will be absolutely binding and conclusive and not subject to judicial review, and may be entered and enforced in any court of proper jurisdiction, either as a judgement of law or decree in equity, as circumstances may indicate.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom, regardless of the conflict of laws principles thereof.
Good Faith
Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance and any termination of this Agreement.
Payment Terms
The full agreed fee is to be paid by the client to the Consultant prior to the commencement of works unless otherwise authorised. Failure to pay in full before work commences will result in the contract being cancelled. Overtime is possible and will be charged at a standard rate depending on the project. Missed, bounced or late payments will result in the contract being cancelled once the money owed is received. The Consultant does not provide refunds unless stated by UK law.
Entire Agreement
This Agreement contains the entire agreement between the parties and supersedes all prior agreements between the parties, whether written or oral. No representations, inducements, promises, or agreements which are not embodied herein shall be of any force or effect. This Agreement may not be modified, amended, varied, waived, explained, added to, extended, changed in any way, except by a written instrument executed by a person authorised to execute such an instrument on behalf of both the Client and the Consultant.
The parties have caused this Agreement to be signed by their duly authorised representatives as of the Effective Date.
SIGNED by ___________________________________
NAME: Emma Shoesmith
SIGNED by ____________________________________
NAME: ____________________________________
DATE: ____________________________________