Service terms

This Coaching Agreement (“Agreement”) is entered into as of the Effective Date between Coach and Client, each a “Party” and collectively the “Parties”.

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1.     The Parties agree that in consideration of Client paying Coach the Fees in accordance with this Agreement, Coach will provide coaching and mentorship services (“Services”) to Client (in the form of Coachee, where the Client is an entity) based on the Fees, Session Duration and Format.

 

2.     Coach will use reasonable efforts to provide the Services to help Client navigate their questions, problems or issues. Given the nature of the Services, Coach does not guarantee or make any representation or warranty as to the results of the Services or that such questions, problems or issues will be resolved whether wholly or partially. Client acknowledges and agrees that it is solely and exclusively their right and responsibility to decide whether and how to incorporate or apply any input from Coach or to approach such questions, problems or issues, and Coach has no liability or responsibility for any actions, inactions, decisions or omissions by Client.

 

3.     Client agrees to communicate honestly with Coach, be open to feedback and input from Coach, and participate fully in each session. Client acknowledges and agrees that the Services, as coaching and mentorship services, are not equivalent to or substitutes or replacements for counselling, therapy, financial or legal advice, or other types of professional, medical or mental health services.

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4.     The Parties agree that this Agreement is not an exclusive arrangement, and that Coach may enter into other similar agreements with other clients. 

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5.     The Fees are payable in advance, in accordance with this Agreement. All Fees are strictly non-refundable except as set out in this Agreement. Unless otherwise notified by Coach to Client in writing, the Fees will be paid to Coach in Singapore Dollars (SGD) by bank transfer, wire transfer, or PayNow in Singapore (including payment services outside of Singapore that are linked to PayNow).

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6.     Where the Fees are stated as a “per session” rate:​

​​a.     Either Party may terminate this Agreement by written notice to the other Party.

b.     Coach’s total liability for any damages in connection with this Agreement or the Services shall not exceed the total amounts paid by Client to Coach under this Agreement in the 12 months prior to the event (or first event) giving rise to such damages.

c.     This Agreement will automatically expire 12 months after the most recent coaching session.

d.     Coach will invoice Client for each scheduled session before that session, and Client will complete payment to Coach before the session. Client acknowledges and agrees that if Coach has not received the Fee for a scheduled session before its scheduled start, Coach has the right to cancel or postpone that session.

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7.     Where the Fees are stated as a price for a stipulated number of sessions:​

a.     Coach will invoice Client upon the execution of this Agreement, and Client will complete payment for all of the Fees to Coach before the first scheduled session. Client acknowledges and agrees that if Coach has not received all of the Fees before the scheduled start of the first scheduled session, Coach has the right to cancel or postpone that session. ​

b.     This Agreement will automatically expire upon the completion of all the sessions.

​c.     Where Client still has sessions outstanding but has not scheduled a session for a period of 6 months or more, Coach reserves the right to terminate this Agreement and refund a prorated amount of the Fees to Client, with the right to deduct any costs for such refund (such as bank transfer or wire transfer costs) from the amount being refunded.

d.     Coach’s total liability for any damages in connection with this Agreement or the Services shall not exceed the total amounts paid by Client to Coach under this Agreement.

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8.     The Parties will mutually agree on the scheduling for each session. Each Party acknowledges that exigencies may arise resulting in either Party being late or needing to reschedule, and agrees to use reasonable efforts to notify the other Party in advance of any delay or request to reschedule.

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9.     Each Party agrees to keep confidential, and not to disclose or use, the existence or provisions of this Agreement and any materials or information provided by the other Party in connection with the Services, except to the minimum extent required to comply with any legally-binding order or law, or where any such material or information is already public or known to that Party beforehand, or with the other Party’s prior written agreement. In addition, each Party acknowledges and agrees that they do not have or obtain any intellectual property or other rights in respect of any such materials or information provided by the other Party, which shall remain the sole property of the other Party or other third parties as appropriate.

 

10.    Client acknowledges that Coach is an active angel investor and the Services are unrelated to Coach’s investments. Client agrees and undertakes not to cite, reference or mention any relationship between Client and Coach, and in particular not to refer to Coach as an advisor to Client (or Coachee, where applicable) or as having any similar role.

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11.    Each Party agrees not to make any statement (in any medium or format), or cause or encourage others to make any statement (in any medium or format), that directly or indirectly defames, disparages or criticises in any way the other Party or their employees, directors or officers, including their personal or business reputation, practices, or conduct.

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12.    To the maximum extent permitted by applicable law, Coach shall not be liable to Client for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, use, goodwill, or other intangible losses, in connection with the Services or this Agreement, regardless of the cause of action and even if Coach had been aware of the possibility of such damages. Coach makes no, and hereby disclaims any and all, guarantees, representations or warranties of any kind or nature, express or implied, with respect to the Services.

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13.    Client agrees to indemnify and hold Coach harmless from and against all claims, liabilities, damages, and expenses (including reasonable legal fees and costs), directly or indirectly arising from Client’s breach of this Agreement.

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14.    Each Party is not liable or responsible for any failure to perform, or delay in performance of, any of their obligations under this Agreement that is caused by any act, event, non-happening, omission or accident outside their reasonable control (“Force Majeure Event”), including any strike, lock-out or other industrial action; any civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; any fire, explosion, storm, flood, earthquake, subsidence, epidemic, pandemic or other natural disaster; any impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport; any impossibility of the use of public or private telecommunications networks; and any governmental act, decree, legislation, regulation or restriction. Each Party agrees to notify the other Party in writing as soon as practicable about any Force Majeure Event, providing reasonable details, and to cooperate with the other Party to minimise the impact of such an event.

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15.    This Agreement constitutes the entire agreement and understanding between the Parties with respect to the Services, and it supersedes all prior preceding or concurrent agreements, understandings, inducements and conditions (whether express or implied, oral or written), of any nature whatsoever with respect to the Services. This Agreement controls and supersedes any course of performance or usage of the trade inconsistent with any of its provisions.

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16.    The Parties agree that any amendments made to this Agreement must be in writing and signed by both Parties. Any waiver of a provision of this Agreement must be in writing and signed by the party waiving its rights.

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17.    In the event that any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions will remain in force in accordance with the Parties’ intention.

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18.    This Agreement shall be governed by and construed in accordance with the laws of Singapore. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of Singapore.

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