- Services.You will perform the services described in Exhibit A, as such services may evolve or otherwise be supplemented or revised pursuant to these Terms (collectively, the “Services”). You agree and undertake to adhere to the International Coaching Federation (ICF) Code of Ethics or the equivalent code of ethics issued by the European Mentoring and Coaching Council or the Coaching Federation of India. Coach’s payment for the Services is set forth in Exhibit B.
- Confidentiality. “Confidential Information” means any confidential and / or proprietary information of NewVer or Member disclosed to You or accessed by You, either directly or indirectly, in writing or orally, or by other materials (including without limitation documents, prototypes, demos, beta versions), including but not limited to: (i) all inventions, innovations, intellectual property, ideas or concept; (ii) trade secrets of NewVer and / or all other information belonging or relating to the NewVer’s business that is not generally known; (iii) any proposals, Member data, payment terms, products, services, pricing terms, sales and marketing and promotion plans, business plans, models, business affairs, operations, strategies, research, methodologies, technologies, algorithms, programs, software, application, source code, processes, employees, methods of operations, techniques, schematics, designs and contracts; (iv) officers, directors, affiliate; or (v) financial information; (iv) any notes, analysis, compilations, studies or other material or documents prepared by or being in Your possession which contain, reflect or are based on the Confidential Information, or any other information which by its nature may be deemed to be confidential. Confidential Information shall include all non-public information furnished, disclosed or transmitted regardless of form or manner in which it may be furnished, disclosed or transmitted.
You agree and undertake that You shall maintain and uphold the confidentiality of the Confidential Information, at all times. You shall keep the Confidential Information strictly confidential, and shall not, directly or indirectly, divulge, use, make available, sell, distribute, disclose, share, transfer, publish or otherwise communicate or make accessible to any third party such Confidential Information in any manner whatsoever. Nothing contained herein shall be construed as granting or implying any transfer of ownership, rights or interests to the You in NewVer’s Confidential Information or any other Intellectual Property protecting or relating to such Confidential Information.
You agree that any breach by You of any provision or obligation under this Clause will cause immediate, material and irreparable injury to NewVer, and there is no adequate remedy at law for such breach. In such event, NewVer shall be entitled to seek injunctive relief to enforce this Agreement in a court of competent jurisdiction. This provision shall not be a waiver of any other rights which NewVer may have under this Agreement, including the right to receive monetary damages.
- Representations and Warranties. Coach represents and warrants the following: (a) Coach’s execution and delivery of this Agreement and Coach’s performance of Coach’s obligations under this Agreement will not result in Coach’s breach of or default under any agreement or arrangement by which Coach is bound; (b) Coach will perform the Services in a professional and workmanlike manner with the professional skill, care and diligence commensurate with the highest standards for the performance of services similar to the Services; (c) neither the performance of the Services will infringe, misappropriate or violate any Intellectual Property Rights, rights of privacy, rights of publicity or other rights of any third party; (d) Coach’s performance of the Services will comply with all applicable laws; (e) Coach will at no time engage in the practice of psychotherapy, or other healthcare services requiring a license, in connection with Coach’s performance of the Services; and (f) Coach will at no time engage in giving advice to the Member and will at all times follow the competencies mandated by the ICF.
- Indemnification. Coach, at Coach’s sole expense, will defend, indemnify and hold NewVer and its directors, officers, employees, contractors, affiliates, managing agents, investors and agents (collectively, “Indemnitees”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys’ fees, expert witnesses’ costs and fees, costs, penalties, interest and disbursements) arising from or relating to any claim (including third- party claims), suit, action or proceeding against any Indemnitees, whether successful or not, caused by, arising out of, resulting from, attributable to or in any way incidental to any of the following any breach or alleged breach of this Agreement by Coach (or those who Coach engages) (including, but not limited to, any breach or alleged breach of any representation or warranty), any negligent act or willful misconduct by Coach or Coach’s performance of the Services, or Coach’s violation of any applicable law, rule or regulation.
- Limitation of liability
- NewVer and its affiliates shall in no way be liable for any incidental, consequential, indirect, special or punitive damages arising out of Your access, use, misuse or inability to use the Platform or Services or any linked sites, or in connection with any failure of performance. These limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability or any other basis, even if NewVer has been advised of such damage.
- The above excluded liabilities include, but are not limited to, medical, legal and any other malpractice damage claims or awards, pain and suffering, personal injury/ wrongful death, loss of income, loss of consortium, business interruption, medical bills, damages for loss of data, loss of programs, and/or cost of procurement of substitute services or service interruptions. NewVer’s cumulative liability for any loss or damages resulting from any claims, demands, or actions arising out of or relating to the Platform under these Terms shall not exceed the fee, if any, paid to You for providing the Services for the 3 (three) months immediately prior to the claim.
- By use of the Platform and the Services, You acknowledge that You are solely responsible for any and all actions, liabilities, consequences, decisions or behaviour arising out of or in connection with the use of the Platform and/or Services and shall in no way hold NewVer and/or its affiliates responsible for such conduct.
- Term and Termination. Unless terminated as set forth below, the term of this Agreement will commence on the Effective Date and continue until the Coach continues to use the NewVer Platform. Either party may terminate this Agreement, for cause, if the other party (a) breaches the Agreement and does not remedy such failure within 30 business days after receipt of written notice of such breach, except that either party may terminate this Agreement immediately if either party reasonably believes that the other party has breached any of its obligations under this Agreement, or Coach violates the Guidelines Regarding Services to Clients, and such breach cannot be cured. In addition, either party may terminate this Agreement, without cause, by providing the other party with at least 30 business days’ prior written notice.
- Effect of Termination. Upon any termination of this Agreement: (a) Coach will reasonably assist NewVer in transitioning the Services and existing Members to another coach; (b) NewVer will pay Coach for any Services performed before the date of termination; (c) Coach will promptly provide NewVer with all relevant information that is required for the Member’s continued coaching or destroy all copies of the Confidential Information, at NewVer’s sole discretion; and (d) except as set forth in this Section, each party’s obligations under this Agreement will immediately cease. Notwithstanding any terms to the contrary in this Agreement, this sentence and the Clause 2 and 4 will survive any termination of this Agreement.
- Non-Solicitation and Non-Disparagement. During the term of this Agreement, and for 12 months thereafter, Coach will not:
- in any manner whatsoever, call upon, cause to be called upon, solicit or assist in the solicitation of any Member or potential client/customer of NewVer, for the purpose of selling, supplying or making provision for any product or service competitive with the products or Services of NewVer.
- request, recommend or advise any Member, potential Member to cease or curtail doing business with NewVer;
- employ, engage or seek to employ or engage any individual or entity (including a Member of NewVer), who is employed or had been engaged by NewVer or who was employed or engaged by NewVer during the Term and/or the 12 (twelve) month period preceding the termination of the Agreement, as the case maybe;
- solicit, recommend or advise any employee of NewVer or independent contractor to terminate their employment or engagement with NewVer for any reason; or
- solicit recruiting prospects and / or candidates and/or independent coaches/contractors whose files are maintained or have been maintained by NewVer during the 12 (twelve) months prior to the termination of the Agreement.
- Coach shall not engage in any blogging and social networking that may harm or tarnish the image, reputation and/or goodwill of NewVer and/or any of its employees, contractors, consultants or Members/clients. Coach shall also refrain from making any discriminatory, disparaging, defamatory or harassing comments in public (including, inter alia, on blogs, social networking platforms and social media platforms) against NewVer and/or any of its employees, contractors, consultants or Members/clients.
- The Parties hereto recognize that the foregoing covenants and the time and other limitations with respect thereto, are reasonable as to duration and subject matter, properly required for the adequate protection of the value and goodwill of NewVer and agree that such limitations are reasonable with respect to the business activities of each of the Coach and NewVer.
- The Coach acknowledges that the remuneration provided under thisAgreement is adequate consideration for the restrictions contained herein; and the Coach acknowledges that they possess various skill sets which can be deployed by him/her once this Agreement ceases without breaching the restrictions contained in this Clause 7.
- The Coach hereby acknowledges that the restrictions under this Clause are fair and reasonable as to subject matter, geographical scope and duration, and are reasonably necessary to protect the interests, value and associated goodwill of NewVer.
- In the event of a breach or a threatened breach of any of the covenants contained in Clause 7 above, NewVer shall, in addition to any other remedies provided herein or otherwise available by Law, be entitled to have such covenants specifically enforced by any court having jurisdiction, it being acknowledged and agreed that any breach of any of the covenants will cause irreparable injury to NewVer and that monetary damages will not provide an adequate remedy to NewVer.
- No right, power or remedy herein conferred on NewVer is intended to be exclusive of any other right, power or remedy. Every right, power and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right, power and remedy given hereunder or hereafter existing under law or in equity or otherwise, and may be exercised from time to time and as often and in such order as may be deemed expedient by NewVer.
- Independent Contractors. Coach is and will remain an independent contractor of NewVer and is not an employee of NewVer. Nothing in this Agreement will be construed to create a partnership, joint venture or agency relationship between the parties. Coach acknowledges that, as an independent contractor, Coach is not eligible to participate in any benefits program or employee welfare benefit plan NewVer offers its employees (if any). Coach will comply with all laws, including, but not limited to, all laws governing payment of income taxes, self-employment taxes and service taxes, and all other central, state, local and foreign taxes of any nature imposed with respect to Coach’s obligations under this Agreement.
- Content Guidelines
- The Platform provides Coaches the facility to create, share and post content. NewVer claims no ownership rights over such content created by You. NewVer has the right (but not the obligation) in its sole discretion to remove any content uploaded or posted by You on the Platform, without assigning any reason or explanation whatsoever.
- NewVer takes no responsibility and assumes no liability for any content that You or any other Coach creates, stores, shares, posts or sends through the Platform. You shall be solely responsible for Your user content and the consequences of posting, publishing it, or sharing it and You agree that NewVer is only acting as a passive conduit for Your online distribution and publication of Your user content. If Your content violates these Terms, You may bear legal responsibility for that content.
- You agree not to post, store, transmit, create or share any user content that:
- may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to You, to any other person, or to any animal;
- may create a risk of any other loss or damage to any person or property;
- seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
- may constitute or contribute to a crime or tort;
- contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable;
- contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); or
- contains any information or content that You do not have a right to make available under any law or under contractual or fiduciary relationships. You agree that any user content that You create, store, or share does not and will not violate third-party rights of any kind, including without limitation any intellectual property rights (as defined below) or rights of privacy. NewVer reserves the right, but is not obligated, to reject and/or remove any user content that NewVer believes, in its sole discretion, violates these provisions.
- In connection with Your user content, You affirm, represent and warrant the following:
- To the extent that You use the Platform for any commercial purpose and Your content contains any copyrighted material that is not Your original work or in which You do not otherwise own the copyright, You have obtained all rights, licenses, consents, and permissions necessary in order to use that copyrighted material in connection with the creation and/or dissemination of that content using the Platform and You will appropriately give credit to the author of the copyrighted material when posting.
- Non-Exclusive. This Agreement is non-exclusive. NewVer will engage Coach as NewVer determines is needed to perform the Services, and NewVer is free to engage third parties to perform services similar to the Services. Coach may perform services for third parties during the term of this Agreement, provided that Coach does not violate Coach’s obligations under this Agreement or interfere with the fulfilment of the terms of this Agreement by the Coach. Coach represents and warrants that Coach actually performs services similar to those provided pursuant to this Agreement for others. This representation is a material term of this Agreement.
- Unenforceability: If any provision of these Terms or any word, phrase, clause, sentence, or other portion thereof should be held to be unenforceable or invalid for any reason, then provided that the essential consideration for entering into these Terms on the part of any Party is not unreasonably impaired, such provision or portion thereof shall be modified or deleted in such manner as to render these Terms as modified legal and enforceable to the maximum extent permitted under applicable laws.
- No Waiver: NewVer’s non-exercise of any right under or any provision of the Terms, does not constitute a waiver of that right or provision of the Terms.
- Notices: Any notice required or permitted to be given to NewVer hereunder shall be in writing and sent by email to email@example.com.
- Assignment: Only NewVer may assign its rights to any third party under this Agreement. You may not assign whole or any part of Your rights or obligations under this Agreement.
DESCRIPTION OF SERVICES
Coach will use his/her expertise to coach each individual Member in a thought-provoking and creative process that inspires the Members to maximize their personal and professional potential. To achieve this, the Services generally will include, but not be limited to, subject to the discretion of the Coach, the following:
- Provide coaching services to the Member, which could include, depending on the Member, coaching services relating to career counseling, skill development, personal development, and goal setting. Services may also include specialized coaching services;
- At no cost to NewVer or the Member, complete a 15 minute free coaching session to familiarise the Member with coaching services and/or answer any questions on the process/style of the Coach;
- Interact and engage in direct and personal conversations with the Member via the suite of services provided by NewVer, including video-chat, voice-chat, email conversations, virtual messaging via NewVer platform and a personalized development plan;
- Communicate to the Member that successful coaching requires a proactive collaborative approach between the Member and Coach, and that in the relationship, Coach plays the role of a facilitator of change, but it is the Member’s responsibility to enact or bring about the change;
- Provide the Member a 45 minute video-chat, initially, at pre-agreed intervals ideally at least one time every two weeks or as otherwise agreed between Member and Coach;
- Research materials that might be useful for the Memberand upload blog posts and related content on the Platform, subject to the Content Guidelines;
- Add materials and assignments to the Member’s personalized development plan within 48 hours of the start of all completed sessions;
- The Coach will take notes on each session and interaction with a Member and update the appropriate internal records. While these notes are confidential and shared only between Coach and Member, the Coach will retain those for 3 months until after completion of the engagement with a Member;
- Communicate, cooperate, and collaborate with the Member’s other coach(s) and staff members as appropriate;
- Maintain and update as necessary Coach’s availability for sessions by using the calendar tool within the Platform or through any other means that NewVer requires, that allows the Coach, Member and NewVer to be informed of scheduled sessions;
- Inform NewVer of any issues regarding the Member or the Services that require NewVer’s attention as necessary and appropriate.
As payment for the Services, NewVer will pay Coach for each of the Services that Coach performs in accordance with the terms set forth below.
- Payment will be based on the aggregate of number of sessions, net of platform costs the base rate being Rs. 3,200 (Indian Rupees Three Thousand Two Hundred) per session of 45 minutes each.
- Within seven business days of the close of each calendar month, NewVer will prepare a report for the Services performed by Coach in the just completed calendar month (“Services Month”). Each Services Month report will list the total amount due and owing to the Coach (“Services Fees”).
- NewVer will pay Coach’s Services Fees, no later than the 20thday of each month in which the Services report was prepared. Payment will be made into the Coach’s bank account, details of which were submitted by you in the Coach terms and conditions form.
- The Services Fees payable shall be subject to compliance of tax including but not limited to tax deductible at source and all other deductions that may be mandated for the purpose of compliance upon NewVer. The Coach shall pay income-tax and all other Government dues arising out of this Agreement on their own account and wherever applicable.
- Invoice: If the Coach has a GST registration and generally invoices for coaching services then the Coach will submit an invoice for the previous month to firstname.lastname@example.org by the 3rd of every month. NewVer shall reconcile the invoice amount with the Services Month report and will accordingly pay the Coach the Service Fees as per the Services Month report, net of platform charges.
- Coach agrees that NewVer has the right to change the Payment Terms set forth above. If NewVer makes any revision/amendment to Coach’s Payment Terms, NewVer will provide written notice of such amendment/revision to Coach via the NewVer platform, by e-mail or other means, and Coach shall have such thirty (30) business days to negotiate or dispute the revised/amended Payment Terms. Coach further agrees if Coach does not respond to such Payment Terms change notification from NewVer, and continues to perform services, Coach will have agreed to accept such Payment Terms change. Coach acknowledges and agrees that all other terms and conditions of the Agreement will remain in full force and effect and further agrees while any changes to the Agreement require a signed writing to change the terms, the Payment Terms can be changed via the notification procedures above and shall be the sole exception to requiring a signed writing to any changes or modifications to the Agreement.