The Parties
This Coaching Services Contract is
entered into on the date on which the estimate or invoice is accepted
by and between Body Soul Mind L.L.L.P (with Arizona registration number 6004383),
hereinafter referred to as "Coach" and/or “BSM”,
and the Client as identified in the estimate or invoice,
wherein BSM and the Client agree to a set of services,
which BSM agrees to complete to the best of our abilities and
the Client agrees to pay for those services per the terms of this Agreement.
Warranties
The Coach represents and warrants that they have the knowledge, skills and experience necessary to provide Coaching Services. The Coach agrees that during the term of this Agreement, they will provide Services at the request of the Client.
The Coach represents and warrants that they maintain a specific certification as follows: Transformation Life Coaching. The Coach acknowledges and agrees that maintaining this certification is a material inducement for the Client to enter this Agreement.
Code of Ethics
BSM agrees to conduct all services in accordance with the highest ethical standards. This includes, but is not limited to, principles of honesty, integrity, confidentiality, and fairness.
BSM’s code of ethics includes:
Respect
Treat clients with dignity, respect, and confidentiality. Respect their autonomy, rights, and choices, unless they harm themselves or others.
Confidentiality
Protect client information, and only share it with the client's permission, unless required by law.
Boundaries
Set and maintain clear boundaries between working and other relationships with clients.
Competence
Ensure you are competent in your practice, and take steps to safeguard client health and safety.
Transparency
Disclose all fees to clients before providing services.
Reporting
Report or ensure clients report any behavior that could be harmful to themselves or others.
Professionalism
Maintain the reputation of the coaching profession, and comply with commercial agreements.
Accountability
Be responsible and accountable for your actions.
Record keeping
Keep accurate and secure records of your work with clients.
Consultation
Seek guidance when dealing with ethical or legal concerns.
Scope of Services
The Coach agrees to provide professional coaching services as described below and as further detailed in the agreed to program of Coaching Services. The Coach will be engaged for the limited purpose of providing these Services to the Client.
Coaching Services may include, but are not limited to, individual coaching, group coaching, goal-setting, body-doubling, and more. Coaching Services are personalized to each individual Client’s needs.
Coaching Services can be delivered via in-person meetings, teleconferencing services, telephone, etc. The delivery method used is dependent upon the relationship between the Coach and Client, and may change over time.
The Specific Program of Coaching Services to be provided to the Client by BSM is provided separately to the Client. An invoice is issued for each Specific Program of Coaching Services, which will include the details of the Specific Program of Coaching Services as agreed between the Coach and the Client. That invoice and attached Specific Program of Coaching Services is considered part of the overall contract agreed to in this Agreement. Upon acceptance of an invoice, this agreement will be deemed to be in effect.
The Specific Program of Coaching Services to be provided may change from time to time, depending on the needs of the Client. The Client will be provided with updated documentation to accept changes and/or additions in Specific Programs of Coaching Services. Changes and updates to specific programs will not affect previous acceptance of this underlying Coaching Services Contract.
Recordings
To improve the effectiveness of coaching sessions and for internal quality assurance purposes, sessions may be audio and/or video recorded. Recordings will be used solely for internal purposes, including research data extraction, administrative processes, and case conceptualization.
These recordings will be securely stored and accessed only by authorized personnel. The keeping of Recordings will further be protected in terms of the Confidentiality clause contained in this agreement.
Coaching Terms
The Coach and the Client are entering into a coaching relationship whereby the Coach assists the Client in meeting the Client’s potential within the ambit of the coaching relationship.
The Client acknowledges and agrees:
- The Client is solely and exclusively responsible for their own choices within the coaching relationship, as well as the Coach’s recommendations and input;
- The client is solely and exclusively responsible for their own mental health, physical health, business decisions and any other actions or inactions;
- The Coach is not liable for any result or non-result, or any consequences that may come about due to the Client’s relationship with the Coach;
- Coaching is not a therapeutic relationship or a medical relationship. The Coach may not and will not provide such services to the Client, and the Client is responsible for procuring these services at their own will and discretion.
Scheduling and Delivery Method
Coaching Services shall be delivered in accordance with the details of the program agreed to by the Client, and in terms of availability of both Coach and Client. The duration and method of delivery of any and/or all services shall be determined jointly by Coach and Client.
Fees, Payment and Expenses
The Client agrees to pay the Coach the fee stipulated in the program of Coaching Services that was accepted and agreed to by the Client.
Payment shall be made upfront before the delivery of those services commences. Where the service contract is terminated early by either the Client or the Coach, a pro-rata refund will be issued for all service items not delivered under the specific program of Coaching Services agreed to and paid for by the Client.
Any additional expenses incurred by the Coach in the course of providing the Services shall be reimbursed by the Client, provided such expenses are pre-approved by the Client.
Cancellation and Rescheduling Policy
The Client may reschedule or cancel a session/meeting/appointment 24 hours before a scheduled appointment, without penalty. Notice must be provided via text or email.
In the case of late cancellation or no-shows, the Client will automatically be charged $30.00.
Rescheduling of canceled appointments is to be attempted in good faith.
Confidentiality
The Coach agrees to maintain the confidentiality of all information obtained and/or disclosed by the Client during the course of their coaching relationship. Confidentiality of the Client’s information will remain intact into perpetuity.
The Client hereby acknowledges and agrees, however, that a Coach-Client relationship is not considered a legally confidential relationship and therefore communications between the Coach and the Client are not subject to any legal confidentiality requirements or privileges.
Confidential information will only be disclosed or released under the following circumstances: i) with the Client’s consent, ii) legally required, iii) if the Coach believes the Client is likely to harm or cause harm to self or anyone else, iv) if the Coach believes the Client is likely to commit a crime. It is the Client’s responsibility to address any confidentiality issues with the Coach.
Confidential information does not include information that: (i) is or becomes public knowledge other than by a breach of this clause; (ii) is received from any third party that is not the Client or the Coach; (iii) information in the Coach’s possession prior to this Coaching Services Agreement; (iv) information developed independently by the Coach; (v) information received by the Coach from the Client that may imminently harm the Client or another individual; (vi) information about any illegal activity.
The Coach agrees to maintain and contain confidentiality of information received verbally and written within a secure portal.
Relationship of Parties
The Coach is engaged as an independent contractor. Nothing herein shall be construed to create a partnership, joint venture, or employer-employee relationship. Neither party is by virtue of this Agreement authorized to act as an agent or legal representative of the other. Neither party shall have any power to control the activities and operations of the other.
Non-Exclusivity
The Coach may be engaged or employed in any other coaching business, trade, profession, or other activity which does not place the Coach in direct conflict of interest with the Client. The Client hereby explicitly acknowledges and agrees that the Coach may be engaged or employed with any other business or industry, including direct competitors.
Termination
This Coaching Services Agreement automatically terminates once the agreed-upon services have been delivered.
This Coaching Services Agreement automatically terminates upon the death of either the Coach or the Client, or if either party becomes incapacitated to a point of being incapable of fulfilling their responsibilities under this Agreement.
Either party may terminate this Coaching Services Agreement at any time with 14-day written notice and with clearance of all current or past-due outstanding balances that may exist for the account of the Client. Any unreceived payments may be liable for legal actions taken in the case of no-contact with Client with up to three attempts within 30-days made by BSM.
Taxes
The Coach and the Client shall each be solely responsible for all their federal, state and local taxes.
Intellectual Property
All inventions, trade secrets, confidential and/or proprietary information, work-product conceived, created or developed by the Client or the Coach, respectively, will be the sole and exclusive property of the Party to whom the information originally belonged. There will be no transfer of intellectual property rights through this Agreement. The Coach retains ownership of their proprietary coaching methods, techniques, and materials
Any materials provided during coaching sessions are for the Client's personal use only and may not be redistributed without the Coach's prior written permission.
Portfolio Use
The Coach may use all produced items of work in their professional portfolio, as they see fit, without breaching confidentiality. Personal identifiable information of the Client may only be used if prior expressed consent is given by the Client to BSM.
Limitation of Liability
The Coach shall not be liable for any indirect, special, or consequential damages under any circumstances. The Client agrees that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach.
To the extent that is lawful, neither Party shall be liable to the other Party in contract, tort, negligence, breach of statutory duty or otherwise for any loss, damage, costs or expenses of any nature whatsoever incurred or suffered by that other Party of an indirect or consequential nature, including but not limited to any economic loss, data loss, loss of goodwill or other loss of turnover, profits or business.
The Coach’s liability under this Coaching Services Agreement is limited to fees paid by the Client to the Coach.
Indemnification
The Coach and the Client shall each defend, indemnify and hold the other harmless (including all affiliates, officers, directors, employees, agents, successors and assigns) from and against all losses, damages, liabilities, deficiencies, actions, judgments, interests, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys’ fees) arising out of or resulting from the other’s acts or omissions or the breach of any representation, warranty or obligation under this Agreement.
Indemnification shall remain intact into perpetuity.
Survival
Any provision of this Agreement which by its terms imposes continuing obligations on either Party shall survive termination of this Agreement.
Dispute Resolution
In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith.
If personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the county and state noted in the Governing Law provision of this Agreement. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class.
The arbitrator shall be bound by applicable and governing Federal law as well as the law of Arizona. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Coach will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this sub-part of this Agreement, waive any rights they may have to a jury trial in regard to arbitrary claims.
Governing Law
This Agreement shall be governed by and construed in accordance with the internal laws of Arizona without giving effect to any choice or conflict of law provision or rule. Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts of Arizona.
No Waiver
No action or inaction of either Party shall constitute a waiver of any terms or provisions of this Agreement. Waiver may only be executed explicitly in writing.
Headings, Entire Agreement, Modifications
Headings and formatting are for convenience only. Headings do not affect the provisions themselves and are not to be construed in any way that would limit or otherwise affect the terms of this Agreement.
This Contract contains the entire agreement of the parties and supersedes all prior communications, understandings, and agreements relating to the subject matter hereof, whether oral or written.
The Agreement may be changed, modified, or discharged only if agreed to in writing by both Parties.