These Terms of Service (“Terms”) are made the day entered into, whether online or offline, between, Talk to Sri, Box A0454, Keurenplein 41, 1069CD, Amsterdam, Netherlands (KVK: 90769791) (hereinafter known as the “Coach") and you the Client as identified below or in the relevant online through the www.talktosri.com website or offline booking (hereinafter known as the “Client").

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INTRODUCTION

The Client wishes to participate in the by the Coach provided Life Coaching services, including without limitations single sessions and virtual consultations, as set out between the Parties and identified on the www.talktosri.com website and confirmed by you at the time of booking (hereinafter the “Services"). The Coach agrees to provide the services set out in this Agreement to the Client, subject to the terms and conditions of this Agreement.

 

PROVISION OF THE SERVICES

Subject to this Agreement, during the Agreement Term, Coach hereby grants Client limited, non-exclusive, non-transferable, non-sublicensable, worldwide, and revocable rights to access and use the Services and Material supplied solely for the intended purposes.

Client agrees that access to and the use of the Services is not contingent on delivery of any future features or the delivery of any other services.

With effect from the Commencement Date, the Coach shall, throughout the Term of this Agreement, provide the Services as specified at the time of booking to the Client. The Client acknowledges that the description of Services, is intended to be general in nature and should not be construed to be a complete description of the Services to be performed.

The Coach shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the coaching services sector in the Netherlands and the EMCC global code of ethics.

The Coach shall act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the specification of Services provided.

The Coach shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

The Coach shall use all reasonable endeavors to accommodate any reasonable changes in the Services that may be requested by the Client, subject to the Client’s acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.

Nothing in this Agreement will be deemed to require Coach to undertake any act or perform any services which in its good faith judgment would be misleading, false, libelous, unlawful, in breach of a contract, or otherwise prejudicial to Client’s or Coach’s interests.

 

FEES AND PAYMENTS

As compensation for the Services rendered pursuant to this Agreement, Client agrees to pay Coach the fee as set out at the time of booking prior to the commencement of the Services without any set-off, withholding or deduction in cleared funds to such bank as the Coach may from time to time nominate.

Client shall pay, reimburse, and/or hold Coach harmless for all sales, use, transfer, privilege, tariffs, excise, and all other taxes and all duties, whether international, national, state, or local, however designated except income taxes, which are levied or imposed by reason of the performance of the professional services under this Agreement.

 

CLIENT’S DEFAULT

Client shall be deemed in default of this Agreement upon the failure to comply with any of the terms and conditions of the Agreement, including, but not limited to, the obligation to make any payment as and when due. Upon default, Coach shall have all rights and remedies available, including termination of this Agreement and institution of an action for all applicable damages. Payments not made on the due date shall be subject to late charges equal to the maximum amount permitted under applicable law. Coach may suspend all services on notice until the amounts outstanding are paid in full.

If Coach delays or refrains from exercising any rights under this Agreement, Coach does not waive, nor will Coach lose those rights. If Coach accepts late or partial payments from the Client, Coach does not waive the right to receive full and timely payments and other charges due under this Agreement.

 

CLIENT’S OBLIGATIONS

Coach provides a service, i.e., the Participants are coached, advised, guided etc. A concrete success is not promised by Coach. Coach provides its services on the basis of the data and information provided by the Client. The guarantee for their factual correctness and completeness lies with the Client. Client use of the Services is at the Client's own risk.

The Client shall use all reasonable endeavors to provide all pertinent information to the Coach that is necessary for the Coach’s provision of the Services.

The Client may, from time to time, issue reasonable instructions to the Coach in relation to the Coach’s provision of the Services. Any such instructions should be compatible with the specification of the Services provided in the accepted quotation.

In the event that the Coach requires the decision, approval, consent or any other communication from the Client in order to continue with the provision of the Services or any part thereof at any time, the Client shall provide the same in a reasonable and timely manner.

Any delay in the provision of the Services resulting from the Client’s failure or delay in complying with any of the provisions of this Clause shall not be the responsibility or fault of the Coach.

 

NO WARRANTY OF SUCCESS AND DISCLAIMER

Nothing contained in this Agreement shall be construed as a warranty on the part of the Coach that:

the Services will yield any Result or otherwise be successful,

any Coaching Strategy will yield a specific result or otherwise be successful or

the outcome of the Services or any coaching service will be utilizable in any respect.

The Client acknowledges and agrees that nothing in this Agreement and nothing in the Coach’s statements or information to Client will be construed as:

a promise or guarantee about the outcome of strategies; The Coach makes no such promises or guarantees. The Coach’s comments about the outcome of strategies pursued are expressions of opinion only. Client acknowledges that the Coach has made no promise or guarantees about any strategies pursued.

intended or implied to be a substitute for professional advice of any kind, diagnosis or treatment. Client is encouraged to confirm any information obtained with other sources and review all information. Please do not disregard or delay seeking professional advice.

 

RE-SCHEDULING, LATENESS AND NO SHOW

The Coach will attempt to accommodate requests to reschedule the date of a booked appointment, but cannot guarantee that such requests will be honored, and acceptance of such request is at Coach’s sole discretion. Any out-of-pocket costs associated with rescheduling shall be the responsibility of the Client.

If an appointment is to be rescheduled a) due to a Force Majeure Event; or b) the Coach’s unavailability; then Coach agrees to reschedule a booked appointment at the earliest possible mutually convenient date and time.

If a rescheduling request is received less than 48 hours prior to a booked appointment, or if Client fails to show up within 15 minutes of the commencement of an appointment, the Coach will charge a missed appointment of 60% of the appointment fee.

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TERM AND TERMINATION

This Agreement will commence on the Effective Date and shall continue and will continue in full force until the completion of the Services or the Termination of this Agreement in accordance with the provisions of this Clause 7.

The Client is free to cancel the Services and this Agreement without notice at any time before Coach begins providing them.

Once Coach has begun providing the Services, the Client may cancel the Services and this Agreement at any time by giving Coach 14 Calendar Days written notice.

If the Client has made any payment to the Coach, for any Services Coach has not yet provided, these sums will be refunded to the Client.

If Coach has provided Services that the Client has not yet paid for, the sums due will be deducted from any refund due or, if no refund is due, Coach will invoice Client for those sums and Client will be required to make payment.

Either party may terminate this Agreement earlier than term discussed above by giving 14 Days written notice to the other party upon the occurrence of any of the following events: i) The commission by the other party of a material breach of this Agreement, which breach is not cured within fifteen (15) days of the other party’s receipt of written notice of such breach; or ii) The other party has or may be commencing a voluntary or involuntary bankruptcy, receivership, or similar proceeding with respect to such other party.

Within ten (10) days after the termination or expiration of this Agreement, each party shall return to the other all Proprietary or Confidential Information (defined below) of the other party (and any copies thereof) in the party's possession or, with the approval of the party, destroy all such Proprietary or Confidential Information.

 

CONFIDENTIALITY

The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memorandum, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; ii) was previously known to the receiving party or rightly received by the receiving party from a third party; iii) is independently developed by the receiving party; or iv) is subject to disclosure under court order or other lawful process.

The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's Proprietary or Confidential Information shall remain the sole and exclusive property of that party.

The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Coach and Client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

 

INDEMNITY

Client shall indemnify, defend, and hold harmless Coach from and against any and all loss incurred based upon or arising out of any third-party claim, allegation, demand, suit, or proceeding (each, a “Claim”) made or brought against the Coach and its respective employees, officers, directors, shareholders, and agents with respect to any services which Coach prepared or performed for Client hereunder.

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LIMITATION OF LIABILITY

Excluding indemnification obligations or damages arising from breach of a party’s confidentiality obligations, Coach shall not be liable to the Client, regardless of the form of action, whether in contract, tort or otherwise, for any lost profits (excluding direct damages for Coach’s anticipated fees), business interruption, or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to this agreement, nor shall Coach’s aggregate liability for any other damages arising out of this agreement exceed the revenue paid by Client to Coach in accordance with the applicable accepted quotation, as applicable.

 

ACCOMPANYING MATERIAL AND COPYRIGHT

If Coach issues or otherwise makes available accompanying material, this may not be reproduced or passed on to third parties - not even in part - without Coach's consent. Coach shall make the accompanying documents available exclusively to the participants.

 

WAIVER

The failure of any party to seek redress for violation of or to insist upon the strict performance of any agreement, covenant or condition of this Agreement shall not constitute a waiver with respect thereto or with respect to any subsequent act.

 

FORCE MAJEURE

Neither Client nor Coach shall be liable to the other for any failure, inability, or delay in performing hereunder if caused by any cause beyond the reasonable control of the party so failing, including, without limitation, an Act of God, war, strike, or fire; but due diligence shall be used in curing such cause and in resuming performance.

 

INDEPENDENT CONTRACTORS

No Partnership or Joint Venture. Client and Coach agree that Coach shall perform its duties under this Agreement as an independent contractor. Furthermore, Coach is not a true party of interest of Client, and therefore, limited in its control over Client’s business.

 

THIRD PARTY RIGHTS

A person who is not a party to the Contract shall have no rights under the Contract.

 

ELECTRONIC SIGNATURES

Each party agrees that this Agreement herewith may be electronically signed, and that any electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility. For the purpose of clarity, the following shall qualify as electronic signature: a) Checking a box or a ‘click to accept’ button; or b) Typing a name; or c) Pasting an image of a signature; or d) Drawing a name or initial with a stylus or by hand on a touchpad; and e) Electronically signing using an available third-party software application.

 

SEVERANCE

If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of this Agreement and the remainder of the provision in question shall not be affected thereby.

 

GOVERNING LAW, JURISDICTION, AND VENUE

This Agreement and the rights of the parties hereunder shall be governed by and interpreted in accordance with the laws of the Netherlands, without regard to its conflict of laws rules or choice of law principles. The Vienna Sales Convention 1980 (CISG, Vienna Convention) does not apply. Exclusive jurisdiction and venue for any claims made by either party against the other shall be the courts of Amsterdam.