Definitions and Terms of the Coaching Services
1 These Terms and Conditions for Coaching Services (“T&C”) shall be applied when Human Insight Oy (”Supplier”) delivers coaching services (“Coaching Services”), defined in the order form, to the Client.
2 Hereinafter the order form shall be referred to as, as “Order Form” and the contractual entity formed by the documents specified in the Order Form as “Agreement”.
3 Any timeframes, estimated working hours or other times presented in the Order Form are only estimates, unless otherwise explicitly expressed in writing. In the event of a delay due to a cause arising from the Client’s side, the Supplier’s time for performing the Coaching Services shall also increase in accordance with the delayed time.
4 Section 11 shall only be applied in the event that the Client is a natural person (a human person).
Term, termination, and transferability of the Agreement
5 The Agreement shall enter into force after both parties have signed the Order Form referencing to these T&C.
6 The Agreement shall remain valid for six (6) months, starting on the day when the Client signs the Order Form and pays the Service Fee in accordance with the chosen payment method.
7 In addition to the aforementioned, either party may terminate the Agreement with immediate effect if the other party breaches any of its obligations or provisions of this Agreement unless such breach is cured within thirty (30) days of the party’s written notice of such a breach.
8 In the event the Client fails to pay any payments due under this Agreement, the Supplier shall have the right to cancel the provision of the Coaching Service until all payments have been fully paid.
9 In the event of a delay due to a cause arising from the Client’s or the Supplier’s side, a delayed coaching session may be re-scheduled to be held within fourteen (14) days from the original scheduled coaching session time only if all of the coaching sessions included in the Coaching Service may be held within the agreed six (6) months term of this Agreement. In the case of a delay, which is beyond the reasonable control of the Supplier or the Client, such as Force Majeure or illness (certificate may be required), a coaching session may be cancelled and the Client and the Supplier may agree on a new schedule for the provision of the Coaching Service in writing.
10 The Supplier shall have the right to assign this Agreement with all of its rights and obligations to a third party that continues the business relevant to this Agreement after an acquisition or other similar business transaction. Such assignment shall be notified to the Client in writing. Supplier shall also be entitled to assign its receivables under this Agreement to a third party.
11 The Client may not assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of Supplier. Any attempt by Client to assign or otherwise transfer this Agreement without such consent will be null and void and of no force and effect.
12 After applying to Coaching Service, the Client shall have a 14-day cancellation period in accordance with mandatory Finnish legislation, during which the Client may cancel the application with no particular reason and with no fees/charges. The Client shall not have any cancellation rights according to mandatory legislation if the Coaching Service, for which the Client has applied, begins within the aforesaid 14-day cancellation period. However, in the event of illness (certificate may be required), the Client shall have the right to cancel its attendance to the Coaching Service and take part to a similar Coaching Service available, provided that the Client has notified the Supplier regarding its illness promptly. In the event that the Client is not able to participate to similar later Coaching Service, the Supplier shall be obligated to return payments the Client has made, but excluding the possible administrative costs arisen.
13 The Client shall pay the Supplier a Service Fee set out in the Order Form for the Coaching Services. The Service Fee defined in the Order Form shall be paid in accordance with the payment model specified in the Order Form. Different payment models have been specified in Sections 13 and 14.
14 When the parties in the Order Form have agreed on a one-time lump sum model, the Supplier shall invoice the Client upfront 100 (100) percent of the Service Fee defined in the Order Form at the time of signature.
15 When the parties in the Order Form have agreed on a payment plan, the Supplier shall invoice the Client the first part as defined in the Order Form at the time of signature. The other payment part(s) shall be invoiced according to the terms defined in the Order Form.
16 The term of payment is 14 (fourteen) days net. Interest on overdue payments shall be as set out in the Finnish Interest Act. The prices do not include value added tax, which shall be added to all prices.
Intellectual Property Rights
17 Any and all intellectual property rights in and to the Supplier’s material (“Course Material”) and the results of the Coaching Service(s) (“Results”) shall be the sole and exclusive property of the Supplier. All other information, written or spoken, given or otherwise expressed in order to fulfill this Agreement is and shall remain the sole and exclusive property of Supplier.
18 The Client only receives non-exclusive, non-transferable and revocable right to access and use the Course Material and Results given in relation to the Coaching Service. The Client undertakes not to copy the Course Material or the Results or in any way reproduce, duplicate, share, sell, distribute, trade or otherwise disseminate or exploit the Course Material or Results for any commercial purposes or to a third party.
19 The Supplier reserves the right to the use the Results for improving the Coaching Service(s). The Results shall be utilized in such a way that the Client shall not be identifiable.
20 The Client and/or the Results may also be used as a reference by the Supplier. In such a case, the Client will always be contacted for approval prior to the Client or the Results being published in such a way, in which Client will be identifiable (e.g. by full name).
21 The Client has the right to use the Coaching Ser-vice(s) only in accordance with this Agreement and only to the extent permitted by the validity clauses stipulated in the Agreement. The Client shall only have a right to use any above-mentioned Course Material or Results in accordance with Sections 16 and 17. The Client may not transfer the Agreement and/or any of the Course Material or Results to a third party or otherwise let third parties use them.
22 If any claim alleging that the Course Material or Results infringe any copyright, patent, trade secret or other intellectual property rights belonging to a third party is made against the Client, the Client agrees to promptly notify the Supplier in writing of such claim, allow the Supplier to conduct and control the litigation or settlement of such claim, and co-operate with the Supplier in the investigation, defense, and/or settlement thereof. If such a notification has been made promptly, the Supplier shall indemnify the Client by paying any settlement approved by the Supplier, or any judgment, costs or legal fees finally awarded against the Client for such claim. The Client may participate in the abovementioned matter at the Client’s own expense.
23 If such a claim has been made or in the Supplier’s opinion is likely to be made, the Supplier may, at its discretion, modify the Course Material or Results, obtain rights for the Client to continue using the Course Material or Results, or terminate Agreement and refund the relevant portion of the current Service Fees paid by the Client. The Client agrees to abide by the Supplier’s decision and cease using the Course Material or Results if so required.
24 If any claim is made alleging that the material provided in order to perform the Coaching Service(s) by the Client is unlawful or infringes any intellectual property rights belonging to a third party, the Client shall defend, hold harmless and indemnify the Supplier.
25 These Sections 17-24 shall survive the termination of the Agreement.
26 Both parties undertake to keep all business and trade secrets as well as group discussions, Course Material, Results or other information, received in connection with the Coaching Service or otherwise, from any other party confidential and the parties shall undertake not to use such confidential information for other purposes than the performance and use of the Coaching Service(s). However, the Supplier has the right to freely use the feedback and Results received from the Client to develop the Coaching Service(s), as set out in Section 18 or as a reference as set out in Section 19.
27 The confidentiality obligations shall not apply to such material and information which: (a) is generally available or otherwise public or which later becomes public for other reasons than a breach of contract by the party receiving information, (b) the receiving party has received from a third party without a confidentiality obligation, or (c) the receiving party has in its possession without a confidentiality obligation prior to the receipt of the same from the other party, (d) which the other party has independently created, or (e) is required to be disclosed by law or regulation.
28 The confidentiality obligations set out in these Sections 25-27 shall remain valid during the term of the Agreement and for a period of 24 months thereafter.
Information Security and data protection
29 In general, regarding personal data. When the Supplier processes personal data in connection with the Coaching Services, the Supplier shall be held as the data controller (“Data Controller”) in accordance with applicable data protection regulation.
31 Client is aware that the Supplier does not solve medical issues during the Coaching Services and is therefore not a replacement for Client’s medical doctor, therapist or physician, or any other licensed or registered mental or physical health care professional.
32 Client hereby acknowledges that the Supplier is not acting in any capacity as a medical or mental health care provider or attempting to diagnose, treat or cure in any manner whatsoever any disease, condition or other physical or mental ailment of the human mind, body or spirit during the Coaching Services. Client hereby acknowledges that the Supplier is not an employment agent, business manager, or psychotherapist. If the Client is presently under any form of psychiatric care, psychological therapy, specialized medical supervision or under the influence of any form of medication, the Client shall inform the Supplier of such prior to the provision of Coaching Services.
33 Client understands that while Supplier has used care in preparing the information and mentoring provided to the Client, the Coaching Services and Course Materials are being provided as self-help tools for Client’s own use and for informational and educational purposes only.
34 Client agrees that the Supplier is not responsible for Client’s physical, mental, emotional and spiritual health, for financial earnings or losses, or for any other result or outcome that Client may experience through these Coaching Services. Nothing related to these Coaching Services is intended to be considered medical, mental health, legal, financial, or religious advice in any way. For specific questions related to a medical or mental health situation, consult your own medical or mental health professional. For specific questions related to your financial, legal or tax situation, consult your own attorney, accountant, and/or financial advisor. For specific questions related to religion, spirituality, or faith, consult your own clergy member or spiritual healer.
35 Client agrees not to disregard or delay seeking professional medical advice or start or stop taking any medications because of anything you have read or received through these Coaching Services. Client agrees to seek the advice of his own physician or mental health care provider regarding any questions or concerns about specific health situation, including but not limited to possible or actual pregnancy or any medications currently taken.
Limitation of Liability
36 The Client shall be liable for the material/information it provides as well as for their correctness and suitability for their purpose. The Supplier shall not be liable for any damages arising because of incorrect information provided by the Client.
37 The Coaching Service shall be delivered as is. The purpose of the Coaching Service is to help the Client in developing oneself, however, the Supplier cannot promise any progress or success nor shall the Supplier be responsible that the Coaching Service meets Client’s requirements or that all Clients will achieve the same results.
38 The Supplier shall not be liable for any damages arising because of actions by a third party because of factors on the Client’s responsibility or because of factors on which the Supplier cannot reasonably affect or for which provision the Supplier is not responsible for.
39 The Supplier’s liability shall be limited to direct damages inflicted on the Client. The Supplier shall not be liable for any indirect or consequential damage. Indirect or consequential damage shall mean e.g. loss of profits or damage caused due to decrease or interruption in turnover or production. The Supplier’s liability for damages shall not, under any circumstances, exceed the payments made by the Client in the under the Agreement, excluding any value added tax.
40 If any provision of this Agreement is or becomes invalid or unenforceable, the validity of the remainder shall not be affected thereby. In such event, the parties shall replace the invalid or unenforceable provision by a valid or enforceable provision, which shall approximate as closely as possible the purpose of the invalid or unenforceable provision. The corresponding shall apply in the event of an omission.
41 This Agreement constitutes the entire agreement between the Supplier and the Client with respect to the Coaching Service and supersedes all previous negotiations, commitments, and writings. Waiver of a right or obligation and any modifications or amendments shall not be effective unless made in writing and duly signed by both parties; this shall also apply to any waiver of this written form requirement. No waiver of any provision of this Agreement shall constitute a waiver of any other provisions or of the same provision on any other occasion.
42 This Agreement shall be governed and interpreted by the laws of Finland, excluding its choice of law provisions. Any dispute, controversy or claim arising out of the Agreement, or of the Coaching Services provided, or the breach, termination or validity thereof shall be finally settled and resolved by arbitration in accordance with the Arbitration rules of Finland Chamber of Commerce. The number of arbitrators shall be one. The language of the arbitration shall be English (if not agreed otherwise in writing) and the seat of arbitration shall be Helsinki, Finland.