Coaching Services Agreement

COACHING SERVICES AGREEMENT

This Coaching Services Agreement ("Agreement") is made by and between Dina Ramadan ("Coach") and [Client Name] ("Client"). Coach and Client may be collectively referred to as the "Parties" or individually as a "Party". This Agreement is effective upon the date of execution by the last Party to sign it ("Effective Date").

NOW, THEREFORE, in consideration of the premises and covenants contained herein, the Parties hereby agree as follows:

1. PROGRAM AND SERVICES

Coach shall provide the coaching services and program deliverables (collectively, the "Services") specifically described in the applicable Exhibit executed under this Agreement, corresponding to the program the Client has purchased. In performing the Services, Coach will use commercially reasonable efforts and perform the services in accordance with industry standards. Certain elements of the Services, including access to third-party tools, vouchers, marketing team assistance, and similar perks, are provided on a best-efforts basis and may depend on third-party availability as further described in the applicable Exhibit. Coaching is a collaborative process, and the Services are advisory in nature. Coach may perform the Services, or any part of them, through employees, contractors, subcontractors, or third-party providers of Coach's choosing, at Coach's sole discretion.

2. PAYMENT

In consideration of the Services, Client shall pay the price and deposit set forth in the applicable Exhibit, using one of the payment methods and payment schedules described therein, as selected by Client. The following terms apply to each Exhibit:

1. Deposit and Decision Credit

To secure enrollment, Client must pay the deposit stated in the applicable Exhibit within seventy-two (72) hours of Coach sending Client the offer or enrollment link in writing. Payment of the deposit within that period entitles Client to the price reduction identified as the "Decision Credit" in the applicable Exhibit. The deposit shall be credited toward the total price as stated in the applicable Exhibit. If the deposit is not paid within that period, the Decision Credit no longer applies, and any enrollment is at the standard price stated in the applicable Exhibit, with the payment plan fee added to that standard price where Client elects a payment plan. All amounts under this Agreement are stated in US dollars, and any currency conversion is at the rate applied by Client's payment provider.

2. Installment Plans

Where Client elects a two-payment or three-payment plan, Client agrees to pay each installment in full by its scheduled due date. Installment due dates are those disclosed to Client in writing at or before purchase, including through Coach's payment provider or checkout process, and each installment is due on its scheduled date as so disclosed. If any installment is not paid when due, and Client has not made advance arrangements or provided prior notice, Coach may, in addition to any other remedy: (i) suspend Client's access to the Services, including community, course, and support access, until the outstanding amount is paid; (ii) declare the entire remaining balance immediately due and payable; and (iii) charge interest as set forth in subsection (c). No interest applies where Client has paid in advance of the applicable due date.

3. Late Payment

If any installment is not paid within five (5) calendar days of its due date, and Client has not given prior notice or made advance arrangements, interest shall accrue on the overdue amount at a rate of twelve percent (12%) per annum, or the maximum rate permitted by applicable law if lower, calculated daily from the due date until paid. The Parties intend this to be reasonable compensation for late payment and not a penalty. Client shall also be responsible for the reasonable costs, including reasonable attorneys’ fees, that Coach incurs in recovering any overdue amount, to the extent permitted by applicable law.

4. Payment Method

Coach accepts the payment methods stated in the applicable Exhibit. Where Client pays through a third-party provider, including any card network, Klarna, or similar service, Client's use of that provider is also governed by that provider's terms, and nothing in this Agreement limits any right Client may have under those terms or under applicable law.

3. REFUNDS AND CANCELLATION

Except as required by applicable law, Coach's refund policy is as follows: Client may request a refund within seven (7) days of the effective date of the applicable Exhibit, after which fees are non-refundable. This policy operates alongside, and does not limit or waive, any mandatory statutory cancellation, withdrawal, or refund right Client may have under the consumer-protection laws of Client's country or region of residence. Where such a mandatory right applies, that right controls to the extent of any conflict with this Section.

4. TERMINATION

1. Termination by Coach for Non-Payment or Breach

Coach may suspend the Services or terminate this Agreement or any Exhibit immediately on written notice if Client breaches the intellectual property or confidentiality provisions of this Agreement. Coach may also suspend the Services or terminate this Agreement or any Exhibit on written notice if Client fails to pay any amount when due, or otherwise materially breaches this Agreement, and fails to cure within seven (7) calendar days. Suspension or termination for non-payment does not relieve Client of the obligation to pay all amounts owed, and any remaining balance for the program remains due in accordance with the applicable Exhibit.

2. Unresponsive Client

The Services require Client's active participation. If Client fails to schedule, attend, or respond in connection with the Services for a continuous period of fifteen (15) calendar days, Coach may treat Client as unresponsive and may suspend the Services on written notice to Client's last known contact details. The program and membership terms stated in the applicable Exhibit continue to run during any such period, and Coach is not obligated to extend, make up, or reschedule any Services missed as a result. Coach may terminate this Agreement if Client remains unresponsive for a further fifteen (15) calendar days after such notice.

3. No Active Exhibit

If no Exhibit is in effect under this Agreement, either Party may terminate this Agreement on written notice to the other. An Exhibit is in effect from its effective date until the later of the expiry of its coaching term or its community membership term, unless earlier terminated. Termination under this subsection does not affect any right, obligation, or amount that accrued before termination.

4. Effect of Termination

On termination, Client's license to the Coach IP and access to the Services, community, and course ends immediately. Except as required by applicable law or as expressly stated in Section 3, fees already paid are non-refundable, and any amounts accrued or owed before termination remain payable. The provisions of this Agreement concerning payment obligations, intellectual property, confidentiality, indemnification, limitation of liability, and dispute resolution survive termination, along with any provision that by its nature should survive.

5. CLIENT RESPONSIBILITIES

Client agrees to participate in good faith, to attend scheduled sessions or provide reasonable advance notice of rescheduling, and to be responsible for implementing any guidance provided. Missed sessions are not refundable and, where reasonably possible, Coach will offer rescheduling in accordance with the applicable Exhibit.

6. NO GUARANTEE OF RESULTS

CLIENT ACKNOWLEDGES AND AGREES THAT COACH HAS MADE NO GUARANTEE, REPRESENTATION, OR WARRANTY, EXPRESS OR IMPLIED, THAT CLIENT WILL ACHIEVE ANY PARTICULAR RESULT, INCLUDING ANY SPECIFIC INCOME, EARNINGS, REVENUE, CLIENT ACQUISITION, BUSINESS OUTCOME, OR TIMELINE. ANY EXAMPLES, TESTIMONIALS, OR FIGURES PRESENTED IN COACH'S MARKETING OR DURING THE SERVICES ARE ILLUSTRATIVE OF INDIVIDUAL EXPERIENCES ONLY, ARE NOT TYPICAL, AND ARE NOT A PROMISE OR PREDICTION OF CLIENT'S RESULTS. CLIENT UNDERSTANDS THAT OUTCOMES DEPEND ON NUMEROUS FACTORS WITHIN CLIENT'S OWN CONTROL, INCLUDING CLIENT'S EFFORT, SKILL, CIRCUMSTANCES, AND APPLICATION OF THE SERVICES, AND THAT CLIENT IS SOLELY RESPONSIBLE FOR CLIENT'S OWN RESULTS. CLIENT IS NOT RELYING ON ANY STATEMENT, REPRESENTATION, OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

7. NOT PROFESSIONAL ADVICE

THE SERVICES ARE EDUCATIONAL AND ADVISORY AND DO NOT CONSTITUTE LEGAL, FINANCIAL, TAX, ACCOUNTING, INVESTMENT, MEDICAL, PSYCHOLOGICAL, OR CAREER-PLACEMENT ADVICE, AND NO PROFESSIONAL-CLIENT RELATIONSHIP OF THAT KIND IS CREATED. CLIENT SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE BEFORE MAKING DECISIONS IN THOSE AREAS. THIS PROVISION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT.

8. INTELLECTUAL PROPERTY

"Coach IP" means all content, materials, course modules, curricula, questionnaires and assessments, methodologies, community content, software, and tools owned or controlled by Coach, including the online course, the "Freedom AI" coach and any other bots or AI tools made available as part of the Services, and all related materials. All Coach IP is and shall remain the sole and exclusive property of Coach. Subject to Client's full and timely payment, Coach grants Client a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Coach IP solely for Client's own use in connection with the program and Client's own business during the applicable program and membership term stated in the applicable Exhibit, and for no other purpose. Client shall not copy, record, reproduce, resell, distribute, share, or create derivative works from any Coach IP, and shall not share access credentials. The license terminates automatically upon expiry of the applicable term, upon termination of this Agreement, or upon Client's non-payment. All rights not expressly granted are reserved to Coach. References in this Agreement to "deliverables" mean the items of Coach IP and other materials Coach provides to Client under the applicable Exhibit, and are part of the Coach IP.

9. CONFIDENTIALITY

Each Party may receive non-public information of the other in connection with the Services. Each Party agrees to keep the other's non-public information confidential and to use it only in connection with the Services, except where the information is or becomes public through no fault of the receiving Party, is independently known, or is required to be disclosed by law. This obligation continues during the term and for two (2) years after termination, except that, with respect to any information that constitutes a trade secret under applicable law, the obligation continues for as long as the information remains a trade secret. Coach will handle Client's personal information in accordance with applicable data-protection law.

10. TESTIMONIALS AND FEEDBACK

Coach may request Client's permission to use Client's name, likeness, and feedback in marketing. Coach will not do so without Client's prior consent, which Client may give or decline, and may withdraw on a prospective basis by written notice.

11. THIRD-PARTY SERVICES AND VOUCHERS

Certain elements of the Services, including any website-development voucher, advertising voucher, marketing-team assistance, recommended contractors, and third-party platforms such as website builders and advertising platforms, are provided or fulfilled by third parties. Any voucher or credit is a non-cash, non-transferable, non-refundable benefit that has no cash value, may be subject to third-party terms, and is forfeited on cancellation or non-payment. Coach does not control and is not responsible for third-party services, and Client's use of them is governed by the applicable third party's terms.

12. INDEMNITY

1. Client Indemnity

Client shall indemnify, defend, and hold harmless Coach and Coach's officers, employees, contractors, and agents (the "Coach Indemnified Parties") from and against any third-party claims, and any resulting damages, losses, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to (i) Client's breach of this Agreement, (ii) Client's negligence or willful misconduct, (iii) Client's use or misuse of the Services, the Coach IP, or any deliverables, or (iv) any claim that Client's own business, content, products, or materials infringe or violate the intellectual property or other rights of a third party, except in each case to the extent the claim arises from Coach's own negligence or willful misconduct. Upon any claim subject to this subsection, Coach may, at Coach's election, either (i) tender the defense to Client, in which case Client shall defend the Coach Indemnified Parties with counsel reasonably acceptable to Coach and at Client's sole cost, or (ii) control its own defense, in which case Client shall reimburse the Coach Indemnified Parties for the reasonable costs and attorneys' fees incurred. Client shall not settle any claim in a manner that imposes any obligation or liability on, or requires any admission by, a Coach Indemnified Party, or that affects the Coach IP, without Coach's prior written consent, which shall not be unreasonably withheld. Coach shall reasonably cooperate in the defense at Client's expense. This subsection survives the termination of this Agreement.

2. Coach IP Indemnity

If a third party claims that the deliverables Coach provides, in the form delivered, infringe that third party's intellectual property rights, Coach shall indemnify Client against damages, losses, and reasonable costs finally awarded against Client on such claim, and Coach shall have the sole right to control the defense and settlement of the claim, at Coach’s election. Client shall notify Coach of any such claim promptly and in any event as soon as reasonably practicable after becoming aware of it, shall not settle without Coach's prior written consent, and shall reasonably cooperate at Coach's expense; Coach's obligations under this subsection are reduced only to the extent Client's failure to give prompt notice prejudices Coach's ability to defend or resolve the claim. Coach may, at its option and expense, modify or replace the affected deliverable so that it is non-infringing or procure the right for Client to continue using it. This subsection does not apply to any claim arising from Client's modification of the deliverables, combination of the deliverables with materials not provided by Coach, or use of the deliverables outside the license or in breach of this Agreement, and Coach's total liability under this subsection is subject to Section 13. This is Client's sole and exclusive remedy for any claim that Coach's deliverables infringe. Coach is not responsible for, and makes no representation or warranty regarding, any content, business, product, or materials that Client creates, adapts, markets, or uses in Client's own business, whether or not derived from or inspired by the Services. This subsection survives the termination of this Agreement.

13. LIMITATION OF LIABILITY

COACH'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO COACH UNDER THE APPLICABLE EXHIBIT GIVING RISE TO THE CLAIM. NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST BUSINESS, OR LOST OPPORTUNITY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE, AND EVEN IF THE PARTY WAS ADVISED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; PROVIDED THAT THIS SECTION DOES NOT LIMIT CLIENT'S LIABILITY FOR BREACH OF THE INTELLECTUAL PROPERTY OR CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT. NOTHING IN THIS SECTION LIMITS ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, INCLUDING ANY MANDATORY CONSUMER-PROTECTION LAW, OR LIABILITY FOR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD. THIS SECTION SURVIVES TERMINATION.

14. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by the laws of England and Wales, without regard to conflict-of-law principles. Nothing in this Section deprives Client, where Client is a consumer, of the protection of the mandatory provisions of the law of Client's country or region of residence. Except as provided below, in the event of any dispute arising out of or relating to this Agreement, the Parties shall first attempt in good faith to resolve it through private mediation before a mediator mutually agreed upon by the Parties. If the Parties have not agreed upon a mediator, or mediation has not commenced, within thirty (30) days of one Party giving written notice of a dispute, or if mediation has commenced but has not resolved the dispute within thirty (30) days after it began, either Party may pursue the dispute in a court of competent jurisdiction. If the dispute is not resolved through mediation, the Parties may, by mutual agreement, submit the dispute to binding arbitration in lieu of litigation. This Section does not apply to, and does not require mediation before: (i) any claim brought in a small claims court or equivalent; (ii) any application for injunctive or other urgent equitable relief; or (iii) Coach's exercise of its remedies for suspension, acceleration, or recovery of overdue or undisputed amounts under the Payment section. This Section survives termination.

15. NOTICE

Notices shall be in writing and deemed validly given when sent by email to the most recent email address the receiving Party has used to communicate with the other Party in connection with this Agreement, provided no non-delivery message is received. Either Party may update its notice details by written notice to the other.

16. ACKNOWLEDGEMENT OF LEGAL RIGHTS

Each Party acknowledges that it has had the opportunity to consult independent legal counsel regarding this Agreement and has either done so or knowingly declined.

17. SEVERABILITY

If any provision is held illegal, invalid, or unenforceable, that provision shall be severed and the remaining provisions shall remain in full force, with a lawful provision that best gives effect to the Parties' intent substituted where possible.

18. WAIVER

No failure or delay in exercising any right shall be a waiver, and no single or partial exercise shall prevent further exercise of that or any other right.

19. COUNTERPARTS

This Agreement may be executed in counterparts, including by electronic signature, each of which is an original and all of which together constitute one instrument.

20. ADDITIONAL EXHIBITS

The Parties may, from time to time, execute one or more additional Exhibits under this Agreement, each describing a separate program and its deliverables, price, and payment terms. Each executed Exhibit is governed by and incorporated into this Agreement, is independent of any other Exhibit, and does not amend or supersede any prior Exhibit unless it expressly states that it does. The terms of this Agreement apply to each Exhibit, and in the event of a conflict between this Agreement and any Exhibit, this Agreement controls unless expressly stated otherwise as to a specific provision. Each Exhibit may be executed on its own date, and the term of the Services under an Exhibit runs from that Exhibit's own effective date.

21. ENTIRE AGREEMENT

This Agreement, inclusive of each executed Exhibit, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior understandings, representations, and warranties, written or oral. It may be modified only by a writing signed by both Parties.