Effective Date: January 1, 2025
These Petra Coach Terms and Conditions (“Terms & Conditions”) are between Petra Coach LLC (the “Coach”) and the person, company, or entity (“Company”) engaging the Coach by placing an order (“Order”) for executive team & owner coaching services from the Coach. The Coach and Company are collectively referred to herein as the “Parties”, and individually as a “Party”. These Terms & Conditions combined with the Order (collectively the “Agreement”) are deemed effective, upon the Coach emailing a copy of the executed Order and Terms & Conditions to the Company (the “Effective Date”).
- SCOPE OF SERVICES – Coach may provide business coaching services such as facilitation, training and coaching for the purpose of helping the Company grow their performance culture as an organization (the “Services”). The Parties recognize that although the Company may have contracted with Coach for a specific business goal (such as doubling sales, increasing enterprise value or increasing productivity of 50%) the Coach does not guarantee the achievement of any particular business goal. In connection with the Services or on a stand-alone basis, Coach may also provide training materials and content on the Coaches’s proprietary online platform (“Coaching Platform”), or in written, audio or video-format (collectively “Coaching Materials”).
- COACHING SOFTWARE. Each subscription to the Services includes access to the Coaching Software provided by a third party affiliate. In all cases, Company’s access to and use of the Coaching Software is governed by the Coaching Software Terms of Use. Coach reserves all rights in and to the Coaching Software not expressly granted to the Company. Your order sets out the amount of users included, and additional users given access beyond the allocated amount will be an additional charge. Any pre-existing agreements with the coaching platform must be fulfilled before we can offer our preferred vendor rate.
- COACHING MATERIALS – Coach hereby grants to Company during the Term (as defined in the Order), a limited, revocable, non-exclusive, non-sublicensable right to access and use the Coaching Materials for its own internal business purposes in strict compliance with this Agreement. Company may not, and will not permit any third party to: (a) resell, license, or provide unauthorized access to the Coaching Materials, (b) copy, reproduce, modify, adapt, translate, or otherwise create derivative works of Coach Materials that are not Customized Materials; (c) use the Coaching Materials in a manner that violates applicable laws, regulations, or ordinances; (d) rent, lease, sell, assign, or otherwise transfer rights in or to the Coaching Materials; or (e) remove any copyright or other notice of Coaches placed on the Coaching Materials. The Coaching Materials are the protected intellectual property of Coach, and no rights are transferred in the Coaching Materials except as expressly provided in this Agreement.
- TERM – The term of the Agreement shall be set forth in the applicable Order (“Initial Term”) and varies by the type of service or products within the Order. Unless otherwise specified in this Agreement or the Order, following the Initial Term, the Order will automatically renew for periods of equal length as Initial Term (each a “Renewal Term”). Either party can choose to not renew an Order by providing notice of non-renewal at least forty-five (45) days prior to the scheduled renewal date of annual agreements (thirty (30) days for any Order on a monthly renewal term). At least ninety (90) days prior to the scheduled renewal date (not applicable for an Order renewing on a monthly basis), Coach will notify Company of the upcoming renewal date, which notice will include any change in terms or pricing that will become effective upon renewal. The Company will remain responsible for all amounts payable through the effective date of termination, even after notice of non-renewal has been provided.
Subject to Coaches approval, Customer may suspend the Services under this Agreement for a period of time agreed upon by the parties. During such periods, no additional fees will be charged and the Coach shall have no obligation to provide Services. The then-current term of this Agreement will automatically extend for a period equal to the duration of the suspension.
TERMINATION AND CANCELATION – Notwithstanding anything herein to the contrary, the Coach may cancel this Agreement or suspend Services, access to the Coaching Platform or the Coaching Materials at any time if the Company fails to make any payment when due or otherwise breaches this Agreement. All termination notices sent hereunder by Company must be submitted via email to the Coach and copy support@petracoach.com All termination requests must follow this process to be effective; any other termination requests shall be ineffective, including any termination request made to a Coach representative.
Upon termination of this Agreement for any reason, all fees under the Order for the remainder of the then-current Term shall become immediately due and payable.
PAYMENT
- Fees – Company will pay those fees outlined in the Order. Payments are due on a monthly basis and shall be automatically charged to the Company’s credit card or drafted from the Company’s bank account using either a Company initiated or Coach initiated ACH payment. Credit card payment processing fees are in addition to fees listed in the applicable Order. In some cases, Coach may issue invoices under this Agreement; each invoice is due as terms stated on the Order. Company will provide Coach with accurate and complete billing information including legal name, address, telephone number, and credit card or ACH billing information. If such information is false or fraudulent, Coach reserves the right to terminate provision of the Services, in addition to seeking any other legal remedies. Coach is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Coach. Coach will email to the Company a receipt for all fees and expenses charged under this Agreement.
- Expenses – Company shall reimburse Coach for reasonable travel, lodging and meal expenses, and such other reasonable costs and expenses as Coach will incur in connection with the performance of Services as outlined in the travel policy linked here.
- Late Payments – If a payment is not received within 30 days of the invoice due date, late fees will be added at the lesser of one and a half percent (1.5%) per month or the maximum amount permitted by law. Coach reserves the right to suspend the Services if any amounts are past due; there shall be no abatement of fees during such period of suspension.
- Expenses Incurred in Collections – The Company is responsible for and will indemnify the Coach for all costs and expenses of Coach collecting any amounts owing to it by Company, including all court costs and attorney fees.
- Billing Disputes – Each charge will be considered valid unless disputed in writing within thirty (30) days after the billing date. No adjustments will be made for disputed charges made more than thirty (30) days after the billing date.
- Taxes – Coach will collect and remit those taxes from Company which are required by law, but Company may be responsible for additional Taxes not collected by the Coach. All fees are exclusive of, and Company shall pay, any sales, use, ad valorem, and other taxes and similar charges applicable to the transactions contemplated by this Agreement, except for taxes for which Coach is responsible.
- Order Amendments – From time to time, the Parties may agree to amending the applicable Order and the billing under this Agreement will be changed to reflect the terms of the amended Order which may, amongst other things, add or decrease the cost of a monthly subscription service.
SESSION LOCATION AND SCHEDULING — All Services by Coach under this Agreement will be performed at an agreed upon location or by video conferencing. Scheduled sessions with Coach must be attended or will be deemed forfeited.
- Team Planning Day Sessions – Company is responsible for providing an appropriate size venue for the days scheduled including A/V, meals and beverages for the Coach. If Company provides at least forty five (45) days prior written notice of the need to reschedule a session, or as much notice as is possible in an emergency, Coach may provide an exception and permit the session to be rescheduled.
- Strategy Coaching Sessions – If Company provides at least seven (7) days prior written notice of the need to reschedule a session, or as much notice as is possible in an emergency, Coach may provide an exception and permit the session to be rescheduled.
- Video Conferencing – Sessions may be recorded, and such recordings may be used by the Coach to support the Company. The Company may opt-out of such recordings at the beginning of any such video-conferencing session.
INDEPENDENT CONTRACTOR – This Agreement shall not constitute an employer-employee relationship between Coach and Company. It is the intention of the Parties that the Coach shall be at all times an independent contractor of the Company and will not have authority to act as an agent of the Company.
NO HIRING OF EMPLOYEE OR CONTRACTOR – TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY AGREES NOT TO HIRE, OR TO CAUSE ANY THIRD PARTY TO HIRE, ANY EMPLOYEE OR CONTRACTOR OF THE COACH FOR A PERIOD OF TWO (2) YEARS FROM THE TERMINATION DATE. THE PARTIES RECOGNIZE THAT (i) COACHES REPUTATION DEPENDS ON RETAINING QUALITY, TALENTED EMPLOYEES AND CONTRACTORS; (ii) THE LOSS OF ANY EMPLOYEE OR CONTRACTOR MAY ADVERSELY AFFECT PROJECTS THE COACH HAS CONTRACTED FOR; AND (III) THE LOSSES TO COACHES BUSINESS AND REPUTATION WILL BE LARGE. CONSEQUENTLY, THE PARTIES AGREE THAT IF COMPANY BREACHES THIS SECTION BY HIRING AN EMPLOYEE OR CONTRACTOR OF COACH, ACTUAL DAMAGES MAYBE BE DIFFICULT TO PROVE, AMD THE PARTIES AGREE THAT THE COMPANY SHALL PAY TO COACH, AS LIQUIDATED DAMAGES AND NOT AS A PENALTY, $300,000.00 USD PER INDIVIDUAL SO HIRED, WHICH AMOUNT THE PARTIES AGREE IS A GENUINE AND REASONABLE PRE-ESTIMATE OF THE DAMAGES COACH WILL SUFFER AND IS NOT A PENALTY UNDER THE CIRCUMSTANCES. IN THE EVENT THAT COMPANY HAS MADE COACHES SERVICES AVAILABLE TO ANY THIRD PARTY, SUCH THIRD PARTY SHALL BE DEEMED TO BE COMPANY FOR PURPOSES OF THIS SECTION AND ANY HIRING OF AN COACHES EMPLOYEE OR CONTRACTOR BY SUCH THIRD PARTY SHALL BE DEEMED TO BE HIRING OF SUCH EMPLOYEE OR CONTRACTOR DIRECTLY BY COMPANY.
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION – Both Parties shall maintain as secret and confidential all information heretofore or hereafter acquired, developed, or used by each other in relation to their respective businesses (all such information, other than the specific exceptions described below in this Section, is hereinafter referred to as “Confidential Information”). Confidential Information of Coach includes the Coaching Materials. The Parties recognize that, by performing the services under this Agreement, one Party may acquire Confidential Information of the other Party. All such Confidential Information is the property of the owning Party, and the Parties agree that: (i) they shall never disseminate any Confidential Information obtained during the Term of this Agreement without the written consent of the other Party; (ii) they shall exercise all diligent precautions to protect the integrity of Confidential Information; and (iii) upon termination of this Agreement to return the Confidential Information of the other Party in its possession. The restrictions set forth in this Section shall not apply to any part of the Confidential Information which: (i) is, at the time it is received, a part of the public domain or thereafter becomes a part of the public domain through no violation of this Agreement; or (ii) was in the lawful possession of the recipient prior to its disclosure and was not then subject to any obligation of confidence under this Agreement.
USE OF COMMERCIAL ELECTRONIC MESSAGES FOR DELIVERY – Company gives consent to Coach for Company to receive Commercial Electronic Messages (CEMs) such as emails for delivery of services. Additionally, Company gives consent to Coach for Company to receive CEMs to keep Company apprised of developments and changes in business related matters, such as newsletters and other information or interest, as well as to invite Company to Coaches events. Please unsubscribe from Coaches emails to withdraw consent to receive CEMs.
NO LIABILITY AND INDEMNIFICATION – In the absence of willful misconduct on the part of Coach, the Coach (and its officers, directors, employees, contractors, stockholders or creditors) shall not be liable to the Company (or to any of its officers, directors, employees, stockholders or creditors) for any act or omission in the course of, or in connection with, the provision of the Services or access to the Coaching Platform or Coaching Materials, or the provision of any other advice, assistance or consulting services under this Agreement. Further, the Company agrees to and shall defend, indemnify, and hold the Coach harmless from and against any and all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from any activities pursuant to or in connection with this Agreement, including without limitation, as described in the first sentence of this Section.
For the sake of clarification, this indemnification shall include claims for indirect, incidental, consequential, special, or punitive damages and lost profits. The acts and statements made by a Party to any third parties are the sole responsibility of such Party who shall indemnify the other Party therefor under the terms of Section 12 with respect to all suits, claims, expenses, and liability (including court costs and attorney’s fees on a full indemnity basis) which may result from such acts, statements, and representations.
MISCELLANEOUS
- Benefit of Agreement – This Agreement shall inure to the benefit of and be binding upon the Parties hereto, and their respective legal representatives, administrators, executors, successors, subsidiaries, and affiliates.
- Insolvency – Either Party may declare this Agreement immediately terminated upon the occurrence of any of the following events: (i) the other Party becomes insolvent, makes an assignment for the benefit of its creditors, or has a receiver appointed over it or its assets; (ii) if bankruptcy or insolvency proceedings are commenced against the other Party; or (iv) if the other Party is liquidated, dissolved, or ceases operations.
- Promotional Rights – Coach may list the Company as one of its clients on its webpage or in any other marketing materials. Company may opt out of this by emailing support@petracoach.com.
- Governing Law – this Agreement shall be governed by the laws of the State of Tennessee, without any application of the principles of conflicts of laws. Any dispute regarding this Agreement shall be resolved in the State Circuit Court of Williamson County. The prevailing Party to such litigation, as determined by the court, shall be entitled to recoup their attorneys’ fees and court costs from the non-prevailing Party on a full indemnity basis.
- Assignment – Neither Party may assign this Agreement without the written permission of the other Party.
- Severability – In the event of the invalidity or unenforceability of any provision of this Agreement, such invalidity shall not affect the validity of the other provisions hereof.
- Modification – These Terms may be updated from time to time. Notwithstanding any such update, the terms in place as of the date of an applicable Order shall continue to govern the provision of Services under the applicable Order unless otherwise agreed by the parties in writing.
- Continuing Effect – Sections 4 through 13 shall survive termination of the Agreement for an indefinite period.
- Entire Agreement – These Terms & Conditions together with the Order, constitute the entire agreement between the Parties and no promises, guarantees or inducements have been made regarding the provision of any services, other than as contained in these Terms & Conditions and the Order.