Published January 18, 2024 by Brian Phillips
YOUR HIDDEN MIND 15 DAY ONE-ON-ONE TRAINING AGREEMENT
Terms of engagement
You are engaging a Your Hidden Mind® Master Trainer to provide Workouts (Trainer) on the terms of this agreement as specified in this Agreement.This Agreement between us will commence on the date you make contact with us via either email or Facebook Messenger and will continue either until all of the Workouts have been performed or unless and until terminated by either of us giving [2 days] notice to the other in writing via email to: [email protected]
Workouts and cancellation
Each Workout will either take place via the internet. You agree to indemnify us against any claim from any third party (and associated costs and expenses (including professional fees)) arising out of your actions or inactions.You may cancel a Workout by notice in writing, by email or by Facebook Messenger.I will ask you to complete a Comparison Record at the commencement of your first Workout and again at the end of your 15 days of Workouts.
Duties of Trainer
I shall provide the Workouts with due care, skill and ability. Other than as set out in clause 3.1 above, all warranties and representations are excluded to the fullest extent permitted by law. Due to the nature of training, I do not guarantee any particular results.
Fees
In consideration of me providing the Workouts to you, you will pay a fee of USD150.00 for 15 days of workouts on acceptance of this agreement.Subject to clauses 4.3 of this Agreement, I will not be obliged to provide you with any refunds for any reason. If you are purchasing the Workouts as a consumer (namely you are not purchasing the Workouts wholly or mainly in the course of a trade, craft, profession or business) then the following applies:
you have the right to cancel this agreement within 2 days of the date of this agreement by emailing us at [email protected] or by Facebook Messenger To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired. If you cancel this agreement, we will reimburse to you all payments received from you in relation to the agreement within 14 days after the date on which we were informed about your decision to cancel this Agreement; and[notwithstanding paragraph 4.3(a) above, you agree that we may begin the supply of digital content not on a tangible medium before the end of the cancellation period set out in such paragraph and you acknowledge that you will lose your cancellation rights in relation to such digital content; and]in relation to the provision of any services under this Agreement:
you hereby request immediate performance of the Agreement and acknowledge that you will lose your right of withdrawal from the Agreement once the service Agreement is fully performed; andif you cancel the Agreement before the Workouts have been fully performed, you agree that you will pay for the supply of the service for the period for which they are supplied. The amount payable will be in proportion to what has been supplied, in comparison with the full coverage of the Agreement.
If you are not purchasing the Workouts as a consumer (namely you are purchasing the Workouts wholly or mainly in the course of a trade, craft, profession or business) the provisions of clause 4.3 above shall not apply. If you contact me between Workouts then I may at my discretion provide a brief response to you free of charge. If however I consider that more time is needed to deal appropriately with your communication then I may either:
advise you to arrange an additional workouts (at the fees set out in Clause 4.1 above); orinform you of the time I would need to spend in responding to you and the fee which would be payable by you for such a response. I will obtain your approval to such fee before incurring any fees.
You shall pay any invoice in full and in cleared funds [on presentation of the invoice]/ [within [7 days] of the date of the invoice] to the bank account nominated in writing by me.
Confidential information
I acknowledge that in the course of providing the Workouts I will have access to Confidential Information. Confidential Information means: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information that I obtain in connection with the provision of the Workouts and (ii) the fact that I am providing the Workouts to you.
I agree not to (except in the proper course of my duties) use or disclose to any third party any Confidential Information. This restriction does not apply to:
any use or disclosure authorised by you or required by law; any use or disclosure which I in my absolute discretion consider necessary or advisable in order to prevent illegal acts or harm to you or to others; orany information which is already in, or comes into, the public domain otherwise than through my unauthorised disclosure.
You may disclose to third parties such information about the Workouts as you wish, with the exception of copies the Rhythmic Activating Prose (RAPs).
Data protection and Intellectual Property
You acknowledge that your personal data will be processed by and on behalf of me as part of me providing you with the Workouts. I will use and process your personal data in accordance with my Privacy Notice that you can view at http://yourhiddenmind.com.I am the owner or the licensee of all Intellectual Property Rights and all other rights in the materials and content that I use within the Workouts and nothing in this agreement or otherwise shall operate to transfer the ownership of the Intellectual Property Rights in such material or content to you or to any other person.You may not at any time copy, reproduce, publish in any form, share, sell, dispose of or otherwise make available to a third party in any way any of the content or materials that I use in the Workouts.I grant to you a limited, non-exclusive, non-transferable, non-sub licensable, revocable licence to use all or any of the content or material used in the Workouts for the purposes for which the Workouts were provided only.You may not without my prior written consent make any audio or visual recordings of all or any part of our Workouts.
Obligations on termination
On or before the date of termination of this agreement, you shall immediately pay any unpaid fees or other sums payable under this agreement.Termination of this agreement shall not affect the accrued rights, remedies, obligations and liabilities of either of us as at the date of termination of this agreement, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination.Clauses which expressly or by implication have effect after termination shall continue in full force and effect after the date of termination of this agreement, including the following clauses: clause 5 (Confidential Information), this clause 7, clause 9 (Limitation on liability) and clause 15 (Governing law and jurisdiction).
Status
The relationship between us will be that of independent contractor and nothing in this agreement shall render me your employee, worker, agent or partner.
Limitation on Liability
Nothing in this Agreement shall limit my liability for death or personal injury caused by my negligence or for my fraud or fraudulent misrepresentation or for any matter for which liability cannot be legally excluded or limited.I shall not be liable for any loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of Agreement, loss of corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses suffered or incurred by you as a result of you entering into this agreement and me providing the Workouts.My total liability in Agreement, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this agreement shall in all circumstances be limited to the total price paid by you for the Sessions.If I am prevented from or delayed in performing my obligations by your act or omission or by any circumstance outside of my control, I shall not be liable to you for any costs, charges or losses sustained or incurred by you that arise directly or indirectly from such prevention or delay. The provisions of this clause 9 shall survive termination of this agreement.
Force majeure
I shall not be in breach of this agreement, nor liable for any failure or delay in performance of any obligations under this agreement arising from or attributable to acts, events, omissions or accidents beyond my reasonable control.
Entire agreement
You acknowledge and agree that this agreement constitutes the entire agreement and understanding between us and supersedes any previous arrangement, understanding or agreement between us relating to the provision of the Workouts (which shall be deemed to have been terminated by mutual consent).
Variation
No variation of this agreement shall be valid unless it is in writing and signed by or on behalf of each of us.
Counterparts
This agreement may be executed in any number of counterparts, each of which, when executed, shall be an original, and all the counterparts together shall constitute one and the same instrument.
Third party rights
A person who is not a party to this agreement shall not have any rights under the Agreements (Rights of Third Parties) Act 1999 to enforce any term of this agreement.The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under this agreement are not subject to the consent of any person that is not a party to this agreement.
Governing law and jurisdiction
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with New Zealand law. The parties irrevocably agree that the courts of New Zealand shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).
Interpretation
The definitions and rules of interpretation in this clause apply in this agreement (unless the context requires otherwise).
Confidential Information: information in whatever form relating to you and your affairs that are confidential to you including (but not limited to): (i) information that I obtain in connection with the provision of the Workouts and (ii) the fact that I am providing the Workouts to you.
A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.