1.  Whereas the Client requires and wishes to utilize, and the Coach (Ketsia Colas-Leroy) (hereinafter collectively referred to as the “Parties”) agrees to provide, the coaching and consulting services (hereinafter collectively referred to as the “Services”) of the Coach as outlined herein;

2. And Whereas the Parties agree and acknowledge that they are the age of majority, and have the legal authority to enter into and be bound by the terms of this Agreement;

3. And Whereas the Parties agree and acknowledge that they are fully competent and capable to enter into, and agree to be bound by the terms and conditions of this Agreement;

4. And Whereas the Client agrees and acknowledges that it has entered into this Agreement voluntarily, and not while under any duress or undue influence from the Coach or any other person or entity; and

5. Whereas each of the Parties relies on this Agreement being enforced according to its terms, and would not have entered into this Agreement if it intended to vary or have the terms herein be varied;

6. Now therefore, this Agreement confirms that in consideration of the following promises hereinafter expressed on the part of the Client and the part of the Coach and the fees to be paid as outlined below, the Parties hereto agree to the terms and conditions as follows:
   
   Client Acknowledgements:

7. The Client acknowledges and agrees that it is solely, entirely, and fully responsible for its own business at all times before, during, and after the Term (as defined below) of this Agreement, including but not limited to: the Client’s well-being as a result of the Client’s business decisions, and the Client’s choices in its personal life.

8. The Client acknowledges and agrees that the Coach shall not be responsible to provide, nor is qualified to provide legal, tax, accounting, insurance or financial planning advice. The Client further agrees that all inquiries related thereto shall be referred to the applicable professionals.

9. The Client acknowledges and agrees that notwithstanding the amount or quality of the Services provided by the Coach and/or reliance thereof by the Client, the Client is solely, exclusivity, and entirely responsible for the integration of the methods, techniques or Services provided by the Coach.

10. The Client specifically acknowledges and agrees that the Coach DOES NOT and CANNOT GUARANTEE any particular outcome or degree of success, including but not limited to: increased sales, increased number of leads, upward business trajectory, etc. The Client further acknowledges and agrees that any failure to achieve any specific expectation of the Client shall not be a breach of this Agreement, shall not result in a refund of any sort from the Coach, and that any remedy the Client may be entitled to is limited to the amounts permitted by the terms of this Agreement, which are all in the sole and absolute discretion of the Coach. 
    
    Scope of Services: 

11. Subject to the terms and conditions of this Agreement, the Coach shall only be responsible to provide the Services to the Client as outlined below.

12. The Client acknowledges and agrees that the Services provided shall be tailored to the specific needs of the Client, as determined in the sole and absolute discretion by the Coach. The Client acknowledges and agrees that the Coach shall be entitled to substitute Services equal to or comparable to those agreed upon, if the Coach determines in its sole and absolute discretion that such a modification is appropriate. The Client agrees that its obligations to pay the Coach and fulfill all other obligations herein shall remain in the event of a change of the scope and/or nature of Services to be provided.

13. The Client acknowledges and agrees that the Services may include education, consulting, and/or coaching techniques, including but not limited to: brainstorming, creativity exercises, exploration of restrictions to success, development and assessment of goals, and strategies to incorporate a marketing plan. The Client acknowledges that the aforesaid techniques and methods may be used to form the particular coaching action plan that the Coach designs for the Client.  

14. The client will receive the agreed upon services as outlined in the customized contract.

15. The Parties agree that any additional Services that the Client desires that are not outlined herein or agreed upon after the initial call are available at an additional cost to be determined in the sole and absolute discretion of the Coach. The Parties agree that any additional Services must be agreed to in writing, in the form of an addendum to be signed by both Parties, and such addendum shall be in addition to all the terms of this Agreement.

16. The Coach may take general direction from the Client in terms of its needs and wants out of the Program, but the Coach shall exercise and implement whatever means and methods it determines in its sole and absolute discretion to be necessary when providing the Services.

17. The Client shall not be entitled to withhold payment of all or any portion of the fees as outlined herein if it feels that the Services were not performed to its satisfaction.
    
    Coach as Independent Contractor:

18. The Parties acknowledge and agree:
    (a) that the Coach is an independent contractor and supplies all the Services hereunder as an independent contractor; (b) that neither the Coach, nor any person employed by or associated with the Coach in the performance of the Services or otherwise, is an employee of, or has an employment relationship of any kind with the Client or is in any way entitled to employment benefits of any kind whatsoever from the Client, including, but not limited to: private programs or coverage and statutory programs and coverage, whether under employment standards statutes, workers’ compensation plans, unemployment/employment schemes, health plan contributions or otherwise;
    (c) The Coach agrees that as it is an independent contractor and not an employee, the Client shall have no liability or responsibility for the withholding, collection, or payment of any taxes, employment insurance premiums, or Canada Pension Plan contributions on any amounts paid by the Client to the Coach or amounts paid by the Coach to its employees or contractors.
    (d) As the Coach is an independent contractor, it is free to provide Services of any nature and kind to other individuals or entities as it pleases, and shall provide all the necessary tools, equipment, labour, and supervision, if applicable when providing the Services to the Client or otherwise.
    
    Fees & Payment:

19. The Client agrees to pay to the Coach, in consideration of the Services outlined herein, the agreed to amount indicated in Acuity Scheduling at the moment of purchasing the coaching session in Canadian currency (the “Fee”). The Client shall pay the entire Fee prior to any Services being provided by the Coach. The Fee shall be inclusive of any expenses incurred by the Coach.

20. The Client agrees that all Acuity Scheduling or other accounts are due and payable upon receipt of the invoice from the Coach, and that if the account remains outstanding after 15 days, interest will be charged on the outstanding balance at the rate of 5 % per month (60% per annum) or as per prescribed in the invoice.

21. The Client acknowledges and agrees that failure to pay to the Coach the Fee in accordance with the terms of this Agreement, shall result in damage to the Coach, and shall relieve the Coach from its obligation to perform any and all services under this Agreement. The Client further acknowledges and agrees that the entire Fee, regardless of payment plan, shall be paid notwithstanding the Client’s failure to attend or finish the Services, and that the only refund of monies available is as outlined herein.
    
    Cancellation and/or Postponement:

22. Subject to the terms of the Agreement, the Client shall not be entitled to any refund of the Fee and/or all other monies paid for any and all reasons.

23. Any cancellation of a session by the Client shall be made in writing, signed by the Client, either individually or jointly, and delivered personally to the Coach at hello@heyketsia.com or in accordance with another method of delivery that the Coach at its sole discretion may accept, such acceptance shall be conveyed through email or other method determined by the Coach.

24. Any cancellation of a session by the Coach shall be made in writing, signed by the Coach, and sent to the Client via email. The Coach shall not be responsible for any inconvenience, cost, expense or other damage of any nature and kind incurred by the Client due to the Coach’s cancellation. However, the Coach shall work with the Client to reschedule a mutually convenient time and date for the cancelled session.

25. The Client may terminate the Agreement following execution by both Parties PRIOR to the first scheduled session. The Client shall receive a full refund, less a 15% administration fee based upon the total Fee owing by the Client.

26. The Client SHALL NOT receive any refund for ANY AND ALL REASONS, subject to the sole and absolute discretion of the Coach.

    1. If the Client purchases a 3-session package, they are not entitled to any refund whatsoever for any and all reasons, subject to the Coach’s sole and absolute discretion.

    2. There shall be no refunds whatsoever following the completion of three sessions and commencement of the fourth session for any and all reasons.

27. The Client shall cancel a regular coaching session no later than 24 hours prior to the scheduled time and date without penalty. The Client shall reschedule the cancelled session within seven days of the missed schedule time and date, failing which, the Client shall forfeit the session and shall be responsible for all Fees related thereto.

28. The Client shall cancel an intensive session no later than 7 regular days (including weekends) prior to the scheduled time and date and shall be re-scheduled at the sole and absolute discretion of the Coach.

29. If need be (determined by the coach), the Client shall provide the Coach with its credit card information as security for payments being made. The Coach shall be authorized to charge the Client’s credit card(s) for any unpaid charges on the dates outlined herein. The Coach shall be entitled to make all charges at the time payments are due and not require separate authorization for any multiple-payment plan or if the Client is in arrears to the Coach. The Client shall not make any chargebacks to the Coach’s account and/or change and/or cancel the credit card provided as security without the Coach’s prior written consent. The Client shall be responsible for any fees associated with recouping chargeback expenses or collection fees, including on a solicitor-client basis.
    
    Termination:
    Subject to the terms of this Agreement:

30. The Client agrees that the Coach shall have the right to terminate the Agreement at any time if the Client is in arrears of payment. The Client further agrees that upon any default of this Agreement, including outstanding arrears, all payments shall be immediately due and payable. The Client agrees that if it is in arrears or has otherwise defaulted under this Agreement, the Coach’s obligation to provide the Services shall cease immediately.

31. The Client agrees that the Coach shall have the right to terminate the Agreement at any time, in its sole and absolute discretion, acting reasonably, for any and all reasons, including but not limited to: the Client failing to adhere to the requirements of the Program, missing schedule sessions or otherwise.

32. The Client shall be entitled to terminate this Agreement upon 14 days notice, regardless of the reason, to the Coach by way of e-mail (with read receipt), fax, letter or other medium as mutually agreed upon by the Parties. Notice shall be deemed to be served upon the passing of two days of the recorded method of service. Upon receipt of such notice, the Coach may waive notice in which event this Agreement shall terminate immediately. The Coach shall be entitled to serve its notice via email (with read receipt), and the notice shall be effective immediately.

33. The Client agrees that whether it or the Coach terminates the Agreement, the Client shall not be entitled to any refund of any monies paid and shall be responsible for all monies owing under the terms of this Agreement immediately.
    
    Coach’s Copyright and Intellectual Property Rights:

34. The Client acknowledges that any and all rights to photographs, Program materials, plans, vision boards, documents and any and all other written, visual, intangible, digital, electronic, audio, video creations directly or indirectly derived or related to the Services and/or the Program (collectively referred to as the “Works”) belong to the Coach, are proprietary, and are protected by the Canadian Copyright Law, specifically the Copyright Act RSC, 1985 c. C-42.

35. The Client acknowledges and agrees that the Coach is the original author of the Works and shall remain the first, last, and sole owner of all copyrights and intellectual property in the Works. The Client agrees that the Works, including but not limited to any Program or marketing materials and assets, use of the Program, or access to the Program may not be reproduced, copied, sold or utilized for any and all commercial purposes, and that this Agreement is not transferable or assignable without the Coach’s prior written consent, which the Coach may unreasonably withhold.

36. The Client further acknowledges and agrees that the Works, including but not limited to the Coach’s original Programs materials, shall be provided to the Client for its individual use only and the Client shall not be authorized to use any of the Works for its own business purposes, nor sell, transfer or otherwise share any of the Works to anyone.

37. The Client hereby waives any and all rights in the Works to which it is now or may at any future time possess under any applicable copyright, designs or patent laws or any similar provisions of any law, legislation, regulation or otherwise in any jurisdiction, including, but not limited to any moral rights related to the Works.
    
    Confidentiality:

38. In addition to the foregoing terms relating to Copyright, the Client acknowledges and agrees as follows:

    • (a) The Client shall maintain all information received in the Program and from the Services in the strictest confidence. The Client shall not disclose or disseminate or use in any medium for any person or entity’s benefit for any and all reasons, any and all information whether business oriented or personal of the Coach, including but not limited to: any of the Works, the Coach’s methods, materials, techniques, results, trade secrets or other strategies or systems developed by the Coach or any other confidential information directly or indirectly related to the business of the Coach, either shared by the Coach to the Client or arising out of this Agreement in any and all manners.

    • (b) The Client acknowledges that the Coach may hypothetically and inconspicuously share matters discussed with the Client to others, without identifying or naming the Client for training or consultation purposes or otherwise, and that this shall not be a breach of this Agreement.

    • (c) The Client acknowledges that this Agreement serves as a full and final release and absolute and final consent and authorization from the Client to use the Client’s information, the Works or otherwise as per the terms outlined in this Agreement at all times following the execution of this Agreement and following the termination thereof.

    • (d) The Client consents to recordings being made of sessions, Services, the Program or otherwise, and agrees that the Coach shall be entitled at its sole and absolute discretion to use any Works, including recordings of sessions and materials submitted by the Client for future coaching and/or marketing purposes or otherwise, without any compensation to the Client.

    • (e) The Client acknowledges that it is impossible to fully protect the confidentiality of Client’s information in any form, including but not limited to that which may be transferred electronically or digitally, and that the Coach shall not be responsible for any damages that may result from the release of the Client’s information for any and all reasons.

    • (f) The Parties agree that they and their successors, estates, heirs, and any other potential party suing on behalf of either Party shall be bound by the confidentiality provisions contained herein during and following the termination of this Agreement, whether due to expiry of the Services or voluntary termination by either Party or otherwise
       

39. WAIVER and RELEASE, INDEMNITY, and LIMITATION OF LIABILITY:

    Please read the following sections of this Agreement VERY CAREFULLY as they limit your right to sue the Coach, even if the Coach itself or anyone else is NEGLIGENT in ANY WAY. The following sections also limit the amount of money you are entitled to recover from the Coach.
    
    By signing this Agreement, you agree to waive and release all legal rights you may have against Coach, and you also agree to defend, protect, and reimburse the Coach, if the Coach is sued by you, on your behalf or by a third party.
    
    If you are uncertain of the legal effect of these sections or any part of this Agreement on your legal rights, it is recommended that you seek independent legal advice before you agree to sign the Agreement. The Client acknowledges and agrees that the Coach makes NO GUARANTEES, representations, warranties or otherwise of any nature and kind, including but not limited to: any particular results desired by the Client; the Client achieving financial success; enhanced business acumen; increased marketing opportunities or otherwise. The Client specifically acknowledges and agrees that it is solely, completely, and absolutely responsible for its own progress, results, and success that may or may not be achieved as a result of the Services, the Program, the professional relationship between the Client and Coach or otherwise.
    
    WAIVER AND RELEASE: CLIENT HAS NO RIGHT TO SUE FOR ANY REASON

40. Subject to the terms of this Agreement, by signing this Agreement, the Client for itself, its next of kin, its heirs, executors, successors, administrators and assigns (all of whom are hereinafter collectively referred to as the “Releasors”) agrees to forever waive and release the Coach, its employees, agents, representatives, heirs, executors, assigns, Ketsia Colas-Leroy and her heirs, executors, assigns, and any and all parties that are associated to the Coach or Ketsia Colas-Leroy, including any insurers (all of whom are hereinafter collectively referred to as the “Releasees”) from any and all claims, demands, damages, actions or causes of actions, including but not limited to: breach of contract; failure to achieve a specific result desired by the Client; the Client’s implementation of the Services or Program materials or strategies, release of any Client information, loss of revenue or anticipated profits; copyright infringement, injury or loss sustained while driving to, from or during the performance of Services or otherwise; and any and all types or forms of negligence by the Releasees, arising out of or in consequence to any loss, injury, damage, death to any person or property arising out of or incurred in connection to the performance of this Agreement, no matter how indirect or remote, and whether anticipated, unforeseen or otherwise.
    
    Indemnity: Client’s Obligation to Defend, Protect, and Reimburse The Coach

41. The Contractor agrees to hold harmless, defend, and indemnify the Releasees from and against any and all claims, demands, suits, liability, damages, loss, costs, legal fees, expenses, and actions or causes of actions of whatever kind or nature which may directly or indirectly or otherwise result from or arise out of or in connection to the performance of this Agreement, including, but not limited: to any acts or omissions of the Client and/or its employees or anyone at law that the Client is responsible for whether deliberate, accidental or through negligence; claims by the Client’s employer or superiors for any financial or other loss following implementation of the Coach’s recommended strategies; any and all claims made on behalf of the Client; any and all claims made by a third party against any Releasee; and any and all types of negligence by the Releasees.
    
    Limitation of Liability and Client’s Limited Ability To Recover:

42. The Client agrees that if the Coach is unable to perform any or all of the terms of this Agreement, for any and all reasons and/or if the Client sues the Coach or is sued by a third party for any and all claims, demands, damages, actions or causes of actions, including but not limited to any type or form of negligence of the Coach or any other Releasee, arising out of or in consequence to any loss, injury, damage, death to any person or property arising out of or incurred in connection to the performance of this Agreement, the Client’s only remedy, if at all, for any actions or claims shall be limited to a refund whose total amount cannot exceed the total monies paid by Client, and received by the Coach, minus reasonable expenses incurred by the Coach, under this Agreement, and that the Coach or any of the Releasees shall have no further liability with respect to this Agreement or otherwise.

43. The Client acknowledges and agrees that it has been given ample and adequate time to read the foregoing paragraphs, namely paragraphs 39-41, has been advised of its right to seek independent legal advice, and the Client further agrees that it fully appreciates and understands the nature and effect of the waivers, releases, limitations of liability, and indemnities contained therein.
    
    Client’s Representations and Warranties:

44. The Client hereby represents and warrants that it is not a party to any written or oral agreement with any third party that would restrict its ability to enter into this Agreement or to perform its obligations herein and that the Client will not by entering into this Agreement or fulfilling its obligations herein, breach any non-disclosure, proprietary rights, non-competition, non-solicitation or other covenant in favour of any third party.

45. The Client represents and warrants that it has the authority and capacity to enter into this Agreement and to bind the Client to the terms and conditions contained herein.
    
    Dispute Resolution:

46. If there is a dispute or disagreement under this Agreement that is not resolved by the Parties, either the Coach or Client may (the “Appellant”) notify the other Party (the “Recipient”) of its desire to have the matter resolved by arbitration and unless within ten (10) days following such written notice the matter is resolved, the dispute shall be submitted to arbitration. Notice shall be as per term 32 herein.

47. The Appellant and the Recipient shall appoint a single arbitrator (the “Arbitrator”) who shall have such technical and other qualifications as may be reasonably necessary to enable the arbitrator to properly adjudicate upon the matter;

48. The Appellant and the Recipient shall be deemed to have failed to concur in the appointment of a single arbitrator if the arbitrator is not appointed within Fifteen (15) days after the service by one party upon the other party of a notice requesting that it concur in such appointment. Either party to the proposed arbitration shall then be entitled to apply to a Justice of the Court of Quebec who shall have jurisdiction to appoint an arbitrator;

49. The Arbitrator shall determine the issue or issues of fact calling for determination by the arbitration proceeding, which shall include any necessary interpretation of the provisions of this Agreement;

50. The Arbitrator shall have the right to appoint valuators, experts, consultants and auditors as they in their sole discretion may consider necessary or advisable;

51. Subject only to the provisions of this Agreement, the Arbitrator shall be the master of its own procedure;

52. The decision of the Arbitrator shall be in writing and shall be delivered to all of the parties to the dispute;

53. The decision of the Arbitrator shall be final and binding on the parties;

54. All expenses of the arbitration, including the costs and expenses of the Arbitrator and costs associated with the appointment thereof shall be borne solely by the Party losing the arbitration.

55. The arbitration shall be conducted in Montreal, Quebec and, except as modified in this Article, in accordance with the Arbitration Act of Quebec as amended from time to time;

56. In the event of the failure, refusal or inability of the Arbitrator to act, a new arbitrator shall be appointed in his stead, which appointment shall be made in the same manner as hereinbefore provided for the appointment of the Arbitrator so failing, refusing or unable to act;

57. The parties to this Agreement acknowledge, covenant and agree that they will not apply, nor will they have the right to apply, by any means, to any Court to challenge any findings, determinations or issues of fact as determined by the Arbitrator nor will they appeal or have the right to appeal to any Court with respect to any findings, determinations or awards resulting from the arbitration process, all of which shall be final, conclusive and binding for all purposes;

58. Except as provided above, each Party to the arbitration shall bear its own costs of an arbitration; provided that if court proceedings to stay litigation or compel arbitration are necessary, the party who unsuccessfully opposes such proceedings shall pay all associated costs in connection with such court proceedings and the arbitration tribunal may award all other costs of an arbitration;

59. The obligation to arbitrate any claim shall extend to the successors, assigns and beneficiaries of the parties;

60. The terms hereof shall not limit any obligations of a party to defend, indemnify or hold harmless another party against court proceedings or other claims, losses, damages or expenses; and

61. If any part of the arbitration agreement constituted by this Agreement is held to be unenforceable, it shall be severed and shall not affect either the duty to arbitrate or any other part of this provision.
    
    General Provisions:

62. All of the Client’s obligations contained in this Agreement shall survive the termination of this Agreement.

63. In the event that any provision of this Agreement is found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, such finding will not affect any other provision of this Agreement. If any provision of this Agreement is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable.

64. The express and written waiver by either party of any breach or violation of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach or violation.

65. This Agreement constitutes the entire Agreement between the Parties, and any and all previous Agreements, written or oral, express or implied between the Parties or on their behalf relating to the said relationship are terminated and cancelled and each of the Parties releases and forever discharges the other of and from all manner of actions, causes of action, claims or demands whatsoever under or in respect of any Agreement.

66. This Agreement shall be interpreted with all necessary changes to gender and in number as the context may require and shall enure to the benefit of and be binding upon the respective successors, estates, and assigns of the parties hereto.

67. Any modification of this Agreement must be in writing and signed by both the Client and the Coach or it shall have no effect and shall be void.

68. The Parties agree that this Agreement is valid when an appointment is scheduled via Acuity Scheduling.

69. The headings utilized in this Agreement are for convenience only and are not to be construed in any way as additions or limitations of the covenants and Agreements contained herein.

70. When the context requires, the singular shall include the plural and the plural shall include the singular, and masculine pronouns shall be deemed to include feminine pronouns and vice versa.

71. This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec.
    
    Independent Legal Advice

72. The Client acknowledges and agrees:

    • ​​​(a) that the Client has fully read and fully understood this Agreement;

    • (b) that the Client has had the opportunity to obtain legal advice about the Agreement; and;

    • (c) that the Client accepts a coaching contract on the terms and conditions set out in this Agreement, including but not limited to, those which deal with the waiver of all claims against the Coach, and obligations to pay the Coach.
      
       

I acknowledge and agree that I have read, fully understand and agree to be bound by each and every clause in this Agreement and have been given the full opportunity to discuss all implications, legal or otherwise, of this Agreement.