Your Programme Agreement
1. The Agreement

1.1. You ( “You”) are agreeing to enter into a 1:1 agreement for the delivery of coaching services and support (“the Programme”) with The Ultimate CEO Limited, trading as The Ultimate CEO. Our business address is Queensgate House, 48 Queen Street, Exeter, England, EX4 3SR, and our business registration number is 12763239 (referred to in this document as “We”, “Our” or “Us”).
1.2. Our Agreement shall begin when this Agreement is signed and will continue for a period of six months or until the last Session is delivered, whichever is earlier, unless it is terminated earlier in accordance with these terms.

2. The Programme and the Services

2.1. The Services (“Services”) we’ll deliver as part of the Programme are as follows:
2.1.1. Two private one-to-one coaching sessions per month lasting 60 minutes each to be delivered by Google Meet or other online meeting facility (“the Sessions”);
2.1.2. Private text/voice chat to be hosted on Slack or similar platform;
2.1.3. Additional 90 minute quarterly goal setting call (two in total over six months);
2.1.4. Access to a Google Drive folder where a recording of each Session will be kept;
2.1.5. The Client should be aware that from time to time, as part of the Coach's own content strategy, pre-drafted content is scheduled and will be posted live outside of regular office hours including at weekends. This does not mean that the Mentor will be able to respond and provide one to one support, it is simply that other parts of the business are operating, such as the marketing function, but not mentoring.
Any additional contact or support you request that is not included in the Services above will require separate terms and conditions and separate fees will apply.
2.2. The Programme is a business service and is intended to be used for business purposes.
2.3. Any materials, resources or information that we provide to you as part of the Programme are for general information purposes only and do not constitute legal, financial or medical advice.
2.4. When we deliver the Services, we’ll use reasonable skill and care and we may engage the services of our employees, contractors and such other third-party providers as may be necessary.
2.5. We reserve the right to make amendments, revisions or changes to the Programme or cancel, amend, change or reschedule any part as we reasonably require. Where changes or amendments are made, we’ll ensure the Programme still matches the description provided at the time of your purchase, save that we shall not be prevented from making any beneficial changes to the Programme which mean that the original description is enhanced. We shall not be liable for any changes or cancellations that we make to the Programme.

3. What we expect from you when we work together

3.1. When you enter this Agreement, you’re confirming that you’re over 18, that you’re legally capable of entering into a legally binding contract, and that all information you provide to us is true, correct, up to date and accurate.
3.2. You accept that as part of your participation in the Programme you may be required to review and make decisions concerning your business and career, finances, lifestyle and education and development and that any such reviews, subsequent decisions, implementation and action will be your sole responsibility and that we shall not be liable for your failure to make decisions, put into action plans or strategy, or for any results whether direct or indirect arising out of your access to the Programme or any Services provided by us.
3.3. You agree and understand that your participation in the Programme does not guarantee results or success. As part of the Programme you will have access to information, resources, people and support all designed to benefit you but it is your responsibility to take action and to implement the necessary information received and/or skills or tools shared.
3.4. You understand and accept that engagement in the Programme and acceptance of the Services is not a substitute for counselling or other therapy services. In the event that you are currently undergoing medical or other professional help concerning your mental health then you should inform your practitioner of the existence of this Agreement and the extent of the Services being provided and inform the Coach if appropriate and relevant.

4. The Sessions

4.1. You shall be responsible for scheduling your Sessions via booking link and for attending on the agreed date at the agreed time and during such Sessions to participate fully and communicate openly and honestly.
4.2. Your first Session must be scheduled to take place within 30 days from the date this Agreement is signed unless otherwise agreed. If you fail to schedule your first Session within this timescale then you will forfeit the right to that first Session. All remaining Sessions should be scheduled to take place before this Agreement ends as set out in clause 2.3 above, otherwise once the Agreement ends, you’ll forfeit the right to any outstanding Sessions.
4.3. Should you be unable to attend a scheduled Session then it will be your responsibility to cancel your Session via email or link in the booking confirmation email. You will be able to cancel and reschedule your Session up to 48 hours before the scheduled Session start time. If you fail to cancel your Session within this time frame then you shall forfeit the right to that Session or be billed for non-attendance.
4.4. In the event we’re unable to attend a scheduled Session then we'll make all reasonable attempts to provide you with as much notice as possible and shall ensure that the Session is rescheduled to a mutually convenient time.
4.5. We respect your time and would ask that you respect ours too. Accordingly, if we are waiting for you to join a scheduled Session for more than 15 minutes from the scheduled start time, we reserve the right to treat this as a no show and you shall forfeit your right to that Session or be billed for non-attendance.

5. Payment terms

5.1. The fee for the Programme is £4500 or £750 per month over 6 months (“the Fee”).
5.2. Payment of the Fee shall be made via PayPal or Stripe or such other method as we may confirm to you in writing.
5.3. If you choose to pay by credit or debit card, you authorise us to charge your payment method. If it’s rejected, or fails, but you’ve still received access to the Services, you agree to provide full payment within 7 days from access to the Services being provided.
5.4. Where we issue you with an invoice, the Fee must be paid 48 hours from the date of our invoice.
5.5. The Fee is based upon our knowledge and experience and the time, effort and availability of the Services and is not based on your actual usage and/or level of attendance. You agree and acknowledge that:
5.5.1. you shall not be entitled to any form of credit to or deduction from the Fee for any non-attendance or lack of usage of the Services on your part; and
5.5.2. the Fee is payable in full and non-refundable.
5.6. Time for payment of the Fee, or any instalment of the Fee, shall be of the essence and shall be made without deduction, set off, or any form of withholding except as is required by law and cleared payment must be received by us before you are entitled to access the Services.

6. Late Payment

6.1. You shall be responsible for payment of the Fee, or any instalment of the Fee, in full and on time.
6.2. Without prejudice to any other right or remedy that we may be entitled to, where your account is beyond 7 days overdue then:
6.2.1. We shall be entitled to withhold delivery of Services until payment has been made in respect of the outstanding amount; and
6.2.2. interest shall accrue and be added to your account on a daily basis as from the date payment is due until full payment (including accrued interest) is received by us. Interest will be calculated on the outstanding Fee at a rate of 8% over the Bank of England’s base rate; and
6.2.3. a fixed administration fee of £50 shall be added to your account.
6.3. In the event your account is beyond 14 days overdue then we shall be entitled to cancel the Agreement and to instruct a collection or legal agent to seek recovery of the Fee along with interest and any accrued costs incurred.

7. Refund Policy

7.1. Refunds are available in accordance with your statutory rights.
7.2. Upon signing this agreement, You will be given instant access to online material and therefore a full refund cannot be offered.
7.3. In light of our refund policy, no chargeback or threatened chargeback claims from your debit or credit card provider will be accepted by us. If you have any concerns with the Services then you agree to notify us. If you choose to pursue a chargeback claim without first contacting us then you accept that such action shall constitute a breach of this Agreement and you shall indemnify us for the repayment of any charges, costs or fees imposed on us, along with our reasonable costs for dealing with the matter calculated at a rate of £100 per hour.

8. Complaints or Concerns

8.1. We want you to be entirely happy with the Programme and our Services. In the event you have any concerns about the Programme or the Services, you agree to let us know by email to coaching@jemmabroadstock.com and give us a reasonable amount of time to investigate and resolve your concerns before you take any further action. For the purposes of this Agreement further action includes stopping payment or making any chargeback or similar claim.
8.2. Should you have any concerns whatsoever in relation to our delivery of this Programme then you agree to provide us with details by email as soon as possible and allow us a reasonable time to investigate and resolve your issues before taking any further action. For the purposes of this clause, such action shall include pursuing any chargeback or similar claims.

9. Cancellation and Termination

9.1. Should you wish to cancel this Agreement before the date set out in Clause 1.2, you can do so by providing us with 30 days’ notice. Please remember that no refunds apply and you’ll still be liable for full payment of the Fee despite any notice of cancellation.
9.2. We’ll be entitled to terminate this Agreement, or limit or suspend your access to the Programme and the Services, with immediate effect, and without refund of any Fee if we reasonably determine that you have:
9.2.1. committed a material breach of any of your obligations under this Agreement; or
9.2.2. failed to provide payment of any sum as and when it becomes due; or
9.2.3. become subject to a bankruptcy or your business has become subject to a similar financial order or proceedings; or
9.2.4. acted or behaved dishonestly, fraudulently, or in a way which we reasonably consider may have a detrimental effect on our business or reputation; or
9.2.5. failed to positively engage with the Services or impaired the delivery of the Services; or
9.2.6. acted in a way which is abusive or is intended to cause offence to us; and/or
9.2.7. failed to abide by any term of this Agreement or any other guidance we may provide whether such action constitutes a material breach or not.
9.3. Upon termination of this Agreement for any reason:
9.3.1. your access to all Services, and any other online resources, will be removed, unless expressly agreed otherwise. We will not be liable to you for any claims relating to the removal of that access;
9.3.2. any Fee or other monies owing to us shall become immediately due and payable;
9.3.3. any term of this Agreement which either expressly or by its nature relates to the period of time after termination and/or the Programme has been delivered, shall remain in full force and effect;
9.3.4. you shall cease to use either directly or indirectly any Content or Confidential Information, and shall immediately return to us or destroy any documents in your possession or control which contain any of our Content or Confidential information.
9.4. In the absence of any earlier termination in accordance with this Clause, this Agreement will terminate in accordance with clause 1.2.

10. Events outside of our control

10.1. Every effort will be made to deliver the Programme in accordance with this Agreement but sometimes events occur which are beyond our control (“Events”). Where such an Event occurs, we shall not be liable for any delay or failure in provision of or delivery of the Programme which is caused by an act, event, omission or accident beyond our reasonable control which includes but is not limited to any of the following: an act of god (which shall include but not be limited to fire, flood, earthquake, windstorm or other natural disaster), extreme adverse weather conditions, disease, epidemic or pandemic, strike, industrial action, lock out, lock down, war or threat or preparation for war, civil war, civil commotion, riot, armed conflict, imposition of sanctions, embargo, terrorist attack, nuclear, chemical or biological contamination or sonic boom, explosion, delays in transit, malicious or accidental damage, collapse of building structures or failure of plant or machinery, loss at sea, any act or omission of a telecommunications officer or third party supplier of services, the expiry of any transition or implementation period agreed with the European Union during which European Union law is applicable to and in the United Kingdom, or any other circumstances beyond our control. Should an Event occur then time of delivery of the Programme shall be extended until a reasonable time after the Event preventing or interfering with the delivery and under no circumstances will we be liable for any loss or damage suffered by you as a result thereof.
10.2. Where an Event arises we’ll provide you with notice in writing by email setting out the nature and extent of the Event, along with any steps we are taking to mitigate its impact and effect. If the Event continues for longer than 6 months then either one of us shall be entitled to terminate this Agreement by providing the other with 14 days’ notice in writing. Termination in these circumstances shall be without prejudice to the rights of the parties in respect of any breach of the Agreement occurring prior to termination. Any refunds will be considered at our discretion.

11. Confidentiality

11.1. Confidentiality is really important to us and we agree that if you disclose Confidential Information to us, we will not communicate or disclose it, make it available to others, or use it for our own purposes without your consent or as provided for in this Agreement.
11.2. We also ask that you respect our confidentiality and where we disclose Confidential Information to you, you agree that such Confidential Information belongs solely and exclusively to us, and that you will not:
11.2.1. disclose, communicate, reproduce or distribute it, or use it for your own benefit, whether personally or commercially, and whether directly or indirectly;
11.2.2. use it for any purposes which are unlawful, would cause harm or distress to another person, or would cause damage to our business or reputation.
11.3. For the purposes of this Agreement, Confidential Information shall mean ideas, know-how, business practices, customer/client details, personal data, materials, coaching tools, business models, content, data, software, documents, resources, video and audio recordings, presentations, downloads, podcasts, workbooks, methods, concepts and techniques, systems, plans, trade secrets, and other confidential and/or proprietary information (“Confidential Information”). It excludes any information that was already known to us before you provided it, or where it was already in the public domain, created by us, or provided to us separately by someone else without any breach of this Agreement.
11.4. Our obligations under this clause and clauses 12 and 13 below, shall not apply where it’s necessary for us to disclose in connection with legal proceedings, prospective legal proceedings (whether or not in relation to this Agreement), to allow us to obtain legal advice, where we have been directed to do so by a court or other body of equivalent jurisdiction or where it is necessary because we reasonably believe you are at risk of danger to yourself or others.

12. Intellectual Property

12.1. As part of the delivery of the Services we shall grant to you a personal, limited, non-transferable, non-exclusive, revocable licence to access and use any information, materials and resources (“Content”) provided as part of the Programme solely for your private and personal use. Your licence becomes valid upon payment of the Fee and any other monies owing to us. Where any of the Content provided by us contains intellectual property belonging to a third party, the use of that Content will be governed by that third party’s terms and it shall be your responsibility to seek consent to use that material. We will not be liable to you in respect of your use or attempted use of Content which contains intellectual property belonging to a Third Party. Your licence will terminate automatically when this Agreement terminates, unless we have otherwise agreed in writing.
12.2. We agree to you using our Content in connection with your participation in the Programme and your use of the Services but it should not be copied, modified, reproduced, shared, published, disclosed, or used for any reason, whether for commercial gain or not, without our prior written consent and nothing within this Agreement constitutes a transfer of any intellectual property or grant of a licence or any right to use our Content or any intellectual property rights we hold, unless expressly set out in this Agreement or where we have provided our prior written consent.
12.3. No recording of any of the Programme Sessions or any live webinars or video resources that are shared by us as part of the Programme is permitted without our express consent.
12.4. In the event you are found to be in breach of any of your obligations relating to our intellectual property:
12.4.1. you shall immediately cease and desist the use of our intellectual property upon receipt of such notice from us; and
12.4.2. you agree and accept that damages, loss, or irreparable harm may arise due to your illegal use of our intellectual property and, in such circumstances, we shall be entitled to seek relief, including injunctive relief against you; and
12.4.3. you shall indemnify and keep us fully indemnified for all such damages and losses sustained as a consequence of your breach of this clause.
12.5. The provisions above shall continue in force notwithstanding termination of this Agreement for any reason.

13. Your Personal Data and how we use it

13.1. Personal data for the purposes of this Agreement means any information which is capable of identifying another individual, as further defined within the General Data Protection Regulation 2016/679 (“GDPR”).
13.2. We want to assure you that any Personal Data you provide to us will be maintained, stored, accessed and processed in accordance with recognised data protection laws and legislation including the GDPR. We shall only process your Personal Data to the extent reasonably required to enable proper delivery of the Programme and Services, and shall retain it only for as long as reasonably necessary to allow completion and delivery of the Services and to comply with any legal or regulatory requirements. For full details of how we process, use, collect and store your Personal Data please refer to our privacy notice which can be found at theultimateceo.co.
13.3. We are grateful to receive testimonials, comments, reviews, images or similar information (“Reviews”). As part of this Agreement you agree to provide your consent for us to exhibit, copy, publish, distribute, use on or in any of our website pages, landing pages, other social media sites or platforms, advertising, marketing campaigns or email communications any of your Reviews as we reasonably require to lawfully promote our business. You can withdraw your consent at any time by emailing us.
13.4. The obligations set out within this Clause shall survive the termination of this Agreement.

14. Liability

14.1. You accept and acknowledge that entering into this Agreement does not establish any form of legal business relationship and that we are only liable to you in respect of the Services provided and to the extent as set out herein.
14.2. We have made every effort to accurately represent the Programme and the Services. 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. As with any business endeavour, there is an inherent risk of loss of capital and we make no guarantee, representation or warranty with respect to the Services provided.
14.3. We shall not be liable to you for any indirect, consequential or special damages.
14.4. In the event you incur damages as a result of our default or violation of any of the terms of this Agreement, then our entire liability under this Agreement is limited to the Fee amount paid by you to us as at the time the loss is sustained.
14.5. Throughout the duration of the Programme and at any time thereafter, you agree to take no action which is intended, or would reasonably be expected, to harm us, our company, agents, employees, contractors, or clients, or its or their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to us, our agents, employees, contractors, or clients.
14.6. Should a dispute arise between us in connection with this Agreement which we are unable to resolve amicably then we both agree to refer the matter to an independent mediator for resolution. In the event an agreement can still not be reached 30 days following mediation, then either party may commence legal action.
14.7. You agree to indemnify us against any costs, liability, damages, loss, expenses, claims that we incur as a result of your default or violation of any term of this Agreement.
14.8. The Parties agree that they have adequate Insurance cover to meet any liabilities that may arise in connection with this Agreement.

15. Notice

15.1. Where reference in this Agreement is made to the provision of a notice then any such notice shall be validly served if sent by email to the address of the other party as set out in this Agreement and shall be deemed served as follows:
15.1.1. if sent by email, upon receipt of a valid delivery notification, if prior to 5pm UK time, or at 9am the following business day;
15.2. If you change your contact email address it will be your responsibility to notify us so that we can update your records.

16. General

16.1. The failure of either one of us to actively enforce any provision of this Agreement shall not constitute a waiver, diminution or limitation of any right (including any enforcement rights).
16.2. In the event any provision of this Agreement is deemed to be invalid, or unenforceable for any reason then that provision shall be struck out and the remaining provisions shall remain valid and enforceable.
16.3. This Agreement represents the entire agreement between us and supersedes all other negotiations, drafts, correspondence and discussions prior to the date this Agreement is signed.
16.4. Save as provided for in clause 16.5 the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.
16.5. You agree that no other representations have been made by us to induce you into purchasing the Programme and no modification to this Agreement shall be effective unless in writing and signed by us both.

17. Applicable Law

17.1. This Agreement is formed in the United Kingdom, which is our principal place of business, and this Agreement and the rights of us both shall be governed by the laws of England and Wales.

I confirm that by ticking this box I indicate my full understanding and agreement with the information outlined above.