Starter Membership Agreement
GENERAL SERVICE AGREEMENT
THIS GENERAL SERVICE AGREEMENT (the "Agreement") is dated Please select today's date
Edmund Ellison on behalf of Impactful Today Ltd.
7 Ashton Heights, Newry, Co.Down, BT358LR
A. The Client is of the opinion that The Contractor has the necessary qualifications, experience, and abilities to provide services to The Client.
B. The Client understands that although hypnotherapy has an incredibly high success rate, The Contractor cannot and does not guarantee results since The Client's own personal success depends on many factors that The Contractor has no control over, including their willingness and desire to affect the changes inside of The Client. This programme is a collaborative process, and the degree of progress depends on their active participation and engagement. The Client understands that they are paying for the Contractor's time and not for a guarantee of results.
C. The Client understands that all sessions will take place by Zoom. It is the Client's responsibility to ensure that all of the available sessions are attended and used up within the programme duration which will run concurrently on a monthly basis from the purchase date until the Client decides to cancel.
D. The Contractor is agreeable to providing such services to The Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, The Client and The Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
2. Starter Membership which includes:
TERM OF AGREEMENT
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services. The Term may be extended with the written consent of the Parties.
4. The Client agrees to provide full and honest information about their medical background in the secure (GDPR or Hippa compliant) intake form.
5. If The Client has a medical condition that would prevent them from undergoing Hypnotherapy such as a personality disorder or has been advised by their local GP / Doctor / Consultant that they should not undergo Hypnotherapy The Client agrees that they will declare this and should not proceed to sign this agreement. If the client believes that they could have a condition and are not certain they should contact their doctor to arrange and provide to The Contractor a signed document (from their Doctor / Consultant) that releases them to participate in Hypnotherapy. Upon signing The Client is agreeing that they do not have a medical condition that would in any way prevent them from undergoing Hypnotherapy and releasing The Contractor from any and all liability.
6. In the event that either Party wishes to terminate this Agreement prior to the completion of the Services, that Party will be required to provide five days' written notice to the other Party (see section 22).
7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
8. The Client understands that The Contractor is not a licensed physician, psychologist, or medical practitioner of any kind and that hypnosis should not be considered a replacement for the advice and/or services, of a Psychiatrist, Psychologist, Psychotherapist, or Doctor.
9. The Client gives The Contractor full permission to hypnotize them knowing that by participating fully in the process and by listening to their personalized recording, completing actions, doing homework, attending sessions are all required in order to see positive changes.
10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in GBP.
11. The Contractor will charge The Client a fee of £99.99 / month (excluding tax) for 1 rolling months for the Services (the "Payment").
11.1 The Client will be billed automatically every month for the amount shown. The Client can pay off the remaining amount at any time using the feature in their dashboard. If The Client does not pay an outstanding amount within 14 days with their account will be deactivated until the remaining amount has been paid.
12. The Client will be invoiced as follows:
13. Confidential information (the "Confidential Information") refers to any data or information relating to the business of The Client which would reasonably be considered to be proprietary to The Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of The Client and where the release of that Confidential Information could reasonably be expected to cause harm to The Client.
14. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which The Contractor has obtained, except as authorised by The Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
15. By signing this form, The Client consents that The Contractor may release information to a specific individual or agency if it has been determined that a child or elder is at risk of or is currently being abused; if they, as The Client, are in imminent danger to themselves or others; or if a subpoena of records has been requested.
16. All written and oral information and material disclosed or provided by the Client to the Contractor under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
17. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property.
18. For the avoidance of doubt, The Client gives The Contractor full permission to make audio recordings that may include their voice. The Client understands that if a recording (or recordings) are made during or after their session(s) The Contractor retains full copyright over any forms of media that may be produced and distributed to them.
19. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY AND REFUNDS
21. Upon the expiry or termination of the agreement the Contractor will deactivate the account on the coaching platform however the Client will be able to access any coaching records or resources created on the Coaching platform during the period of this agreement for a lifetime.
22. In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery where agreed between the Parties, to compensation in lieu of recovery. This will be for the full amount.
22.1 All payments are non-refundable and non-creditable, including in the event of any termination or expiration of this agreement, except as specifically set forth in this agreement.
22.2 The Client is advised that they should not sign this agreement if they do not agree to this. Where the Client has questions these can be done in a consultation call before purchasing the programme.
23. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
24. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement, and the Client will not hire or engage any third parties to assist with the provision of the Services.
25. In the event that The Contractor hires a sub-contractor:
26. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to the provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client. The Client will have the ability to schedule appointments in line with The Contractor's availability using the coaching platform. The Client understands that they must use all of their allocations within the 6 months period and that sessions do not carry over or accrue if they are missed.
27. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense all video conferencing software, learning materials, and any other items or parts necessary to deliver the Services in accordance with the Agreement. The Client is responsible for downloading the Zoom (Zoom.us) client so that they can interact in the sessions.
28. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
29. All notices, requests, demands, or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at their respective email addresses or to such other address as either Party may from time to time notify the other.
30. I, The Client, hereby release The Contractor from any liability or claims that could be made against them concerning my mental and/or physical well-being during the work that has been outlined and agreed upon (now and in the future) by filling out this form.
31. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
33. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
34. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
35. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
36. It is agreed that there is no representation, warranty, collateral agreement, or condition affecting this Agreement except as expressly provided in this Agreement.
37. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
38. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
39. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
40. This Agreement will be governed by and construed in accordance with the laws of Northern Ireland.
41. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
42. The waiver by either Party of a breach, default, delay, or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
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Signed by Edmund Ellison
Signed On: 11 June 2021
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Document Name: Starter Membership Agreement
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