Entry to Biohack Your Business™ Mastermind

Parties

1.Karen Kissane of SARL One Acorn International, under company number 07995005, having its office at Chateau du Treuil, 49 Avenue du Treuil, Burie, 17770, France (the "Coach"); and
2. You, the purchaser (the "Client").
Together known as “the Parties”

IT IS AGREED AS FOLLOWS:


1. Definitions


The following terms apply to this Agreement:
"Agreement" means this Agreement and any amendments to this Agreement made in writing; “Co-Coach” means any third party expert working alongside the Coach to provide the Services;
“Confidential Information” means any information (received or viewed in any form) relating to (a) the business operations, services and affairs and any of its personnel, business contacts, suppliers and any trade secrets, including but not limited to, technical date and know-how of the Coach and (b) any Client, the personal or business affairs of such Client or any person in any way connected with the Client;
“Deliverables" means the services as specified in Clause 4 of this Agreement;
"Effective Date" means the date stated at the commencement of the Agreement;
“Engagement” means the engagement of the Coach by the Client on the terms of this Agreement; "Fees" means the following amounts:
(a)The amounts specified in Clause 5 of this Agreement, and
(b)Such amounts as may be agreed in writing by the parties from time to time;
"Good Industry Practice" means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness which would be reasonably expected from a person highly skilled and experienced in providing Coaching services;
"Intellectual Property" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, passing off rights, unfair competition rights, patents, and rights in designs);
“Programme” means the Services provided by the Coach to the Client under this Agreement; "Services" means the services specified in Clause 3 of this Agreement;
"Term" means the term of this Agreement, commencing in accordance with Clause 2

2. TERM

1. This Agreement shall come into force upon the Effective Date and shall, subject to earlier termination in accordance with Clause 10, continue in force on a monthly subscription basis for a minimum of six months (the 'Initial Term').


3. SERVICES
3.1 The Coach shall provide the coaching, mentoring and support Services to the Client in accordance with the terms of this Agreement.
3.2 The Coach and any Co-Coaches have the necessary experience, expertise, and know-how to deliver the Services and will at all times ensure that any Services provided adhere to the guidelines of all relevant legislation, government bodies and approved industry standards.
3.3 The Coach and Co-Coaches shall provide the Services to the Client with reasonable care and skill.
3.4 At all times during the Term, unless prevented by ill health, accident, disability or other circumstances beyond their control, the Coach and Co-Coaches shall provide the Services reliably, with the highest skill, care, and diligence in accordance with Good Industry Practice.
3.5 In delivering the Services the Coach may engage the services of their employees, contractors, Co-Coaches and other third-party providers as necessary.
3.6 The Services shall be provided in a group setting with other coaching participants. The coaching participants will also be seeking coaching support for personal and business growth.
3.7 The Coach shall provide the Services remotely.


4. DELIVERABLES
4.1 The Coach shall provide the Services to the Client to include coaching, mentoring and support, designed to support the Client in achieving personal and business growth.
4.2 The Coach will deliver the Services to the Client by way of live weekly 60-minute group online sessions via Zoom.
4.3 The dates and times for such sessions will be confirmed to the Client via email.
4.4 The Coach reserves the right to change the date and / or time of a session. The Coach will notify the Client, as soon as practicable, of any such change via email and / or social media.
4.5 During holiday periods, or periods where unexpected leave is required, the Coach shall provide as much notice as possible that a coaching session shall not take place and shall endeavour to add any missed sessions to the coaching timetable. Any timetable sessions will be confirmed in accordance with Clause 2
4.6 In the event that the Client is unable to attend a scheduled session, the session will be recorded and the recording made available, the Coach is under no obligation to reschedule the session.
4.7 The Client acknowledges that it is their responsibility to attend the scheduled sessions, participate fully, and communicate openly and honestly.
4.8 The Client accepts and understands that no information provided or shared by the Coach will constitute medical advice. All of the content shared is information only and it is the Client to take the information and apply it and use it in the best way for their business. The Coach makes no representations as to the impact or results the Client can expect using the information shared.4.8 The Client confirms that all information provided to the Coach, including information which is personal and/or confidential, is true, correct, up to date and complete.
4.9 If there’s demand for the Biohack Your Business ™ Mastermind, it will go ahead. A full refund will be given if the Biohack Your Business™ Mastermind does not go ahead.


5. FEES
5.1 The Fees for the provision of Services are £5000 + VAT.
5.2 All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.


6. PAYMENTS
6.1 If the Client wishes to pay the Fees in full, please speak to the Coach to see if this is possible.
6.2 If the Client pays the Fees in six equal installments of £1000 + VAT, the Client must pay the Fees to the Coach at the beginning of month 1 to month 6
6.3 All fees payable pursuant to this Clause 6 shall be payable by the Client to the Coach by via electronic payment link which shall be provided by the Coach to the Client via email.
6.4 The Coach may suspend provision of the Services until the fees are paid if any fees due to the Coach are more than 14 days overdue.

7. EXCLUSIVITY
7.1 The Client shall not, for a period of 12 months following termination of the Agreement, solicit any of the Coach’s clients or prospective clients without the Coach’s express written consent. Such consent will not be unreasonably withheld.
7.2 For the avoidance of doubt, solicitation shall include, but not be limited to, conduct whereby the Client approaches third parties in the Coach’s network and/or social media communities and seeks to promote their services.

8. WARRANTIES
8.1 The Coach warrants to the Client that:
(a) The Coach has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and
(b) The Coach has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement.
8.2 The Client warrants to the Coach that:
(a) The Client has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) The Client has the necessary time and resource to commit to the coaching experience;
(c) The Client will attend sessions punctually and behave at all times in a manner which is courteous and considerate to other Programme participants;
(d) The Client will approach the coaching in good faith, attend sessions on time, participate fully and complete steps outside of the sessions with the Coach; and
(e) The Client shall not disclose any information about any other Programme participants to any other third party.

9. LIMITATIONS AND EXCLUSIONS OF LIABILITY
9.1 Nothing in this Agreement will:
(a) Limit or exclude any liability for death or personal injury resulting from negligence;
(b)Limit or exclude any liability for fraud or fraudulent misrepresentation;
(c)Limit any liabilities in any way that is not permitted under applicable law; or
(d)Exclude any liabilities that may not be excluded under applicable law.
9.2 The limitations and exclusions of liability set out in this Clause 9 and elsewhere in this Agreement:
(a)Are subject to Clause 9.1; and
(b) Govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
9.3 The Coach shall not be liable to the Client in respect of any loss or damage which may arise as a result of this Agreement.
9.4 The Client accepts that as part of the Client’s participation in the Programme they may be required to review and make decisions concerning their personal and home life, business and career, finances, lifestyle, education, development, health, and wellness, and that any such reviews, subsequent decisions, implementation and action will be the sole responsibility of the Client.
9.5 Throughout the Mastermind the Coach may share information about biohacking and health enhancement, including information about supplements. None of that information shall constitute medical advice, diagnosis or treatment. Co-coaches and relevant qualified professionals will share medical information and guidance. The Client accepts that no medical advice is provided and that information shared should not be construed as medical advice, diagnosis or treatment. The Client accepts that if they require medical advice they will need to seek that from a third party.
9.6 The Client accepts and understands that they are solely responsible for their decision making and the Coach shall not be liable for the Client’s failure to make decisions, put into action plans or strategy, or for any results whether direct or indirect arising out of the Client’s participation in the Programme.
9.7 The Client understands and accepts that their participation in the Programme and acceptance of the Services is not a substitute for medical or therapy services including, but not limited to, counseling services.
9.8 In the event that the Client is currently undergoing medical and / or other professional help concerning their mental health, the Client should inform their practitioner of the existence of this Agreement and the extent of the Services being provided and inform the Coach if appropriate and relevant.
9.9 The Client agrees and understands that participation in the Programme does not guarantee results, success or outcomes of any kind. The Coach has made every effort to accurately represent the Programme. Any testimonials and/or examples of results experienced are not intended to represent or guarantee that anyone will achieve the same or similar results. Each individual’s success depends on many factors, including his or her background, dedication, desire, and motivation. The Coach makes no guarantee, representation, or warranty with respect to the Services provided.
9.10 The Client will have access to information, resources, people, and support, designed to benefit the Client, but it is the Client’s responsibility to act and to implement the necessary information received and/or skills or tools shared.
9.11 The Client accepts and understands that any materials and information provided during the Programme and delivery of the Services is for general information purposes only and does not constitute legal or financial advice.
9.12 The Client agrees that they will not canvass, promote or advertise their products or services to any employee, client or contractor of the Coach, or use their participation within the Programme to canvass, promote or advertise their products or services without the Coach’s express consent in writing, such consent not to be unreasonably withheld.
9.13 The Client accepts and acknowledges that entering into this Agreement does not establish any form of legal business relationship and that the Coach is only liable to the Client in respect of the Services provided and to the extent as set out herein.
9.14 The Client accept that the Coach cannot be held liable for the actions of any other Programme participant, which may include, but is not limited to, disclosure of confidential or private matters.
9.15 The Coach will not be liable to the Client for any indirect, consequential, or special damages.

10.TERMINATION
10.1 Either party may terminate this Agreement immediately at any point in the term, by giving written notice of termination to the other party if the other party commits a material breach of this Agreement. Written notice must be sent to the address as set out as the appropriate address for the party in the recitals of this Agreement.
10.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
Either party:
(i) Dies;
(ii) As a result of illness or incapacity, becomes incapable of managing their own affairs; or (iii) Is the subject of a bankruptcy petition or order.
10.3 Following expiry of the Initial Term, the Parties can agree in writing to continue with the coaching arrangement. Should the Parties agree to continue with the service provision the contractual terms shall continue in force until one Party gives notice of termination. That notice must be a period of at least 28 days and provided in writing.

11.EFFECTS OF TERMINATION
11.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 6, 7, 9, 11, 18.

12.CONFIDENTIAL INFORMATION
12.1 The Coach acknowledges that in course of the Programme they may have access to Confidential Information. The Coach agrees to accept the restrictions in this Clause 12.
12.2 The Coach shall not (except in the proper course of the provision of the agreed Services) either during the Term or at any time thereafter, use or disclose to any person, organisation or company and shall use its best endeavors to prevent the publication of any Confidential Information or the Client’s Intellectual Property. This restriction does not apply to any use or disclosure authorised by the Client or required by law. Neither does it apply to any information which is already in, or comes into, the public domain, otherwise than through the Coach’s unauthorised disclosure of the same.
12.3 The Client accepts that to maximise the efficiency and results of the Programme, they may be encouraged to disclose personal and / or Confidential Information to the Coach.
12.4 By entering into this Agreement the Client hereby agrees and undertakes;
(a)Not to infringe any of the Coach’s, copyrights, patents, trade marks, trade secrets or other intellectual property rights, whether registered or unregistered, in full or in part;
(b)That any Confidential Information disclosed by the Coach or another programme participant is confidential and proprietary, and belongs solely and exclusively to the Coach or the programme participant that disclosed it;
(c)Not to disclose such Confidential Information to any other person or use it in any manner other than in discussion during Programme sessions;
(d)That all materials, information and any data provided by the Coach or a program participant are that individual’s confidential and proprietary intellectual property and belong solely and exclusively to them, and may only be used by the Client as expressly authorised by the Coach or the programme participant; and (e)The reproduction, distribution, and/or sale of any information or materials provided during provision of the Services or at any time thereafter by anyone but the Coach is strictly prohibited. The Client agrees that in the event of any breach of their obligations contained in this Agreement then damages, loss or irreparable harm may arise and that in such circumstances the Coach will be entitled to seek relief, including injunctive relief, against the Client.

13. INTELLECTUAL PROPERTY
13.1 The Coach shall own the Intellectual Property in all Deliverables that the Coach produces in the performance of the Services. The Client waives any moral rights in such creative works produced during the Term to which it may be entitled under Chapter IV of the Copyright Designs and Patents Act 1998, or any similar provisions of law, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution.
13.2 The Client is not permitted to use any ideas of the Coach, including but not limited to those that constitute Confidential Information, in their own products or services which they provide to third parties, during the coaching period and thereafter.
13.3 In provision of the Services, the Coach will provide certain materials and resources under license. These materials shall include, but are not limited to, programme handouts, workbooks, programme materials and resources. The Client must not use any of the materials or resources provided by the Coach during delivery of the Programme for:
(a) Any commercial purpose or benefit without first obtaining the Coach’s express written permission and relevant license if applicable;
(b)Any purposes which are unlawful, would cause harm or distress to another person, or would cause damage to the Coach’s business or reputation.
13.4The Client shall not record any of the Programme Sessions, live webinars or video resources shared by the Coach, without the Coach’s express written consent.


14.DATA PROTECTION
1. The Coach shall only process personal data:
2. As described in this Agreement as incidental to the performance of this Agreement;
3. For the duration of, but in no event longer than necessary, to complete this Agreement;
4. With the legal basis of the processing of data being for the performance of this Agreement.
14.2 The nature and purpose of the processing shall be in accordance with the performance of this Agreement which is expressly not intended to be a data processing agreement and any personal data processed is incidental to the performance of the Services.
14.3 The obligations and rights of the Coach are to maintain the confidentiality of the personal data and process the personal data in accordance with the purpose.
14.4 The Coach must implement appropriate technical and organisational measures to ensure an appropriate level of security is applied to the personal data processed, including management of the data by the employees of the Coach or other people authorised by the Coach to process personal data.
14.5 Full details of how the Coach processes personal data reference should be made to the Privacy Notice displayed at https://www.karenkissanecoaching.com/policy/

15 REFUNDS AND CANCELLATION
15.1 Once the Client has purchased the Programme, they will have instant access to the training resources and as result therefore will not be entitled to a refund.
15.2 Notwithstanding, the Client’s legal entitlement to a refund as set out at Clause 15.1 of this Agreement, it is the aim of the Coach that the Client shall be content with their purchase. If the Client has any concerns or queries within the first seven days of purchasing, the Client shall contact the Coach immediately to discuss further.
15.3 The Coach reserves all rights to cancel the Programme for any reason without prior notice. In such circumstance a refund will be provided for the remainder of the coaching sessions as applicable.
15.4 Notwithstanding any right or remedy available to the Coach, the Coach may cancel the Client’s enrolment on the programme with immediate effect:
(a) If the Client fails to pay the Fees by the relevant due date;
(b) If the Client commits a repudiatory breach of the terms of this Agreement; and/or
(c) As decided at the Coach’s sole discretion from time to time.

16 COMPLAINTS
16.1 In the event the Client has any concerns as to the Coach’s delivery of the Services or the Client’s participation in the Programme in any way the Client agrees to notify the Coach of such concerns by email as soon as possible. The Coach agrees that upon receipt of notification of such concerns that the Coach will use all reasonable efforts to work with the Client to resolve the Client’s concerns.

17 FORCE MAJEURE
17.1 The Coach shall endeavour to provide the Services in accordance with this Agreement, however, the Coach shall not be liable for any delay or failure in provision of the Services should the Coach be prevented or delayed by reason of an Act of God, Strike, War, Riots, Lock Outs, Fire, Flood, Accident, Delays in Transit, any act or omission of a Telecommunications officer or Third Party Supplier of services, or any other circumstances beyond the Coach’s control. In such circumstances time of delivery of Services shall be extended until a reasonable time after the event preventing or interfering with the due execution, and under no circumstances will the Coach be liable for any loss or damage suffered by the Client as a result thereof.

18 GENERAL
18.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
18.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
18.3 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
18.4 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
18.5 This Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
18.6 This Agreement shall be governed by and construed in accordance with English law.
18.7 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
Execution - The Parties have indicated their acceptance of this Agreement by accepting the terms and conditions here.

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