THIS AGREEMENT is made on the date you accept : by ticking yes you're agreeing to the terms and conditions 

BETWEEN

1. Kudzi Coaching & Training Ltd trading as Optimus Coach Academy Company no. 12330486. Registered address Kudzi Coaching & Training LTD, 66 Paul Street, London, EC2A 4NA and 

       2.Your name 

(each a Party and together the Parties).

By confirming your acceptance to this Agreement you are agreeing to abide by these terms and conditions as set out below.

1. TERM

1. The Client engages Optimus Coach Academy to provide the Services described in the Schedule(s) in accordance with this Agreement. 
2.  This Agreement shall continue for the Term. The Term starts on the Signing Date (at the beginning of this Agreement) and shall continue until it ends as set out in the Schedule, unless ended earlier under clause 10. 

 2. SERVICES

1. Optimus Coach Academy shall provide Mentor Coaching Certification training ("Services"), delivered through a combination of live group training sessions, recording submissions with feedback, group mentoring sessions, and one individual mentoring session, delivered remotely via Zoom.
2. The Services are accredited by the International Coaching Federation (ICF) for 25 Continuing Coach Education (CCE) hours. Optimus Coach Academy does not guarantee that completion of the Services will result in ICF credentialing or renewal, as this remains the responsibility of the Client. 
3. The Services are not provided as psychological counselling or therapy. The Client understands and agrees that the Services shall not be construed as such.
4. The Client understands and accepts that all responsibility for any decisions pursuant to the Services are the Client’s sole responsibility.
5. Optimus Coach Academy strives to ensure the standard of service it provides remains outstanding. The Client may be requested to provide feedback about the Service and the Client may choose to provide this without obligation. Optimus Coach Academy welcomes openness, honesty and transparency and feedback is welcomed throughout or after the Term via email to hello@optimuscoachacademy.com. 

3. CHARGES

1. In consideration of Optimus Coach Academy supplying the Services, the Client shall pay the Charges subject to the terms of this Agreement and in line with the Schedule(s). 
   
2. The Charges together with any applicable VAT are the only amounts payable by the Client for the Services.
3. Unless it is stated otherwise in the Schedule(s), Optimus Coach Academy shall be solely responsible for all expenses it incurs in supplying the Services.

 4. PAYMENT

1. Upon signature of this Agreement by both Parties, Optimus Coach Academy shall issue the Client with an invoice for the amount payable, either in full or for the first instalment, as specified in the Schedule(s).
2. Unless otherwise agreed in the Schedule(s), the Client shall pay each invoice within 5 days in which the invoice is dated and received. 
3. Unless otherwise agreed in the Schedule(s), all payments due under this Agreement shall be made in Pounds Sterling.
4. If the Client does not pay an invoice by the due date, Optimus Coach Academy may suspend performance of the Services and may charge the Client interest under the Late Payment of Commercial Debts (Interest) Act 1998.

 5. REFUNDS 

1. In accordance with Distance Selling Regulations, the Client has the right to cancel and obtain a full refund within 14 days of this Agreement being executed by both Parties. 
2. If a request to cancel is received in writing to hello@optimuscoachacademy.com within 14 days from the date on which this Agreement is executed by both Parties, Optimus Coach Academy will accept the cancellation request and offer the Client a full refund.  
3. In the event that one or more Training Sessions are undertaken by the Client within the first 14 days from the date on which this agreement is executed by both Parties, the Client may still request a refund, but the value of the Training Session(s) undertaken and any reasonable costs borne by Optimus Coach Academy in supplying the Training Session(s), shall be deducted from the amount paid by the Client. The remainder will be refunded to the Client without further deductions.
4. On the cancellation of a contract and acceptance of the refund by the Client, any repayable sum shall be repaid as soon as possible and, in any case, within 30 days of their request for cancellation. Subject to clause 5.3, the full price paid for the Services will be refunded.
5. There will be no obligation on Optimus Coach Academy to refund any amounts paid, where cancellation requests are made after the 14 day cancellation period has passed.

 6. CANCELLATION AND RE-ARRANGING SESSIONS

As this programme runs on fixed cohort dates, sessions cannot be rescheduled for individual participants. Where a Client is unable to attend a live session, a recording may be provided at Optimus Coach Academy's discretion but the session shall be deemed as delivered. 

7. INTELLECTUAL PROPERTY

1. “Intellectual Property Rights” means any of the following rights existing in any part of the world: all patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, rights in designs, trade and service marks, trade names, logos, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, domain name registrations, database rights and rights in confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered; applications to register any of those rights; rights to apply for and be granted renewals or extensions of, and rights to claim priority from, any of those rights; and any similar or equivalent rights. Nothing in this Agreement shall affect either Party’s ownership of its Intellectual Property Rights nor operate to grant to either Party any licence under the other Party’s Intellectual Property Rights except to the extent necessary for the delivery and use of the Services in the way they are intended to be used.
2. All Intellectual Property Rights created by the Parties in the course of the Services shall belong to the creating Party.
3. Optimus Coach Academy grants a non-exclusive, royalty-free, non-transferable, limited licence in any material (including digital materials) provided to the Client as part of the Services for the purpose of enabling the Client to use the Services in accordance with the terms of this Agreement.

 8. CONFIDENTIALITY

1.  “Confidential Information” means all information relating to or connected with this Agreement or relating to a Party or its activities, which has been obtained by the other Party, whether in writing, in disk or electronic form or any other form or medium in which such information may be recorded or kept. This includes information of whatever nature concerning the business, goods, products, services, know-how or personal data of a Party and any information which is expressly indicated to be confidential, is imparted to the other Party in circumstances importing an obligation of confidence or which could reasonably be regarded as confidential.
2.  Confidential Information, other than information that is in the public domain, shall not be disclosed to any third party, including for the purposes of marketing, without the Client’s prior permission. 
3. Optimus Coach Academy will only disclose the Client’s information if it is necessary for the performance of the Services or where so required by law.

  9. DATA PROTECTION 

1.  For the purposes of this Agreement, the term “Data” shall encompass both “Personal Data” and “Sensitive Personal Data” as defined in UK GDPR.
2. Optimus Coach Academy represents, warrants and undertakes that it has complied and shall continue to comply with applicable Data Protection Law.
3. To the extent that Optimus Coach Academy processes any Data it shall:
   1. process it only for the purposes of complying with its obligations under this Agreement and in accordance with the Client’s instructions from time to time;
   2. ensure that appropriate technical and organisational measures shall be taken against unauthorised or unlawful processing of Client data and the accidental loss or destruction of, or damage to, such Data; and
   3. Optimus Coach Academy will not transfer, or otherwise directly or indirectly disclose, any Client Data to countries outside the European Economic Area without the prior written consent of the Client.

 10. DATA SECURITY

1.  Optimus Coach Academy shall notify the Client promptly and in any event within 2 Business Days (or, in the case of Confidential Information, immediately) if it suspects or becomes aware of any actual, threatened or potential breach of security of Client data or any of the Client’s Confidential Information.
2. Optimus Coach Academy shall, to the extent that any of the below are applicable:
   1. on the Client’s request at any time (at no cost to the Client) give the Client a copy of all or part of the Client’s Data in Optimus Coach Academy’s possession, custody or control, which is in electronic form; and;
   2. use all endeavours to ensure the security of Client Data and prevent any loss, disclosure, theft, manipulation or interception of Client Data.

 

11. TERMINATION AND CONSEQUENCES OF TERMINATION 

1.  The Client may terminate this Agreement at any time in writing.  Any fees owed at the time of cancellation will become due immediately.  Subject to clause 5, refunds on payments made against future Training Sessions will be at the discretion of Optimus Coach Academy.
2. If the Client demonstrates inappropriate, aggressive or unlawful behaviour, Optimus Coach Academy may terminate this Agreement with immediate effect. In such an event, Optimus Coach Academy shall not be obliged to provide a refund to the Client for any advance payments made for Training Sessions not yet undertaken and Optimus Coach Academy may take further legal action against the Client if Optimus Coach Academy deems it appropriate to do so.
3. If Optimus Coach Academy deems it appropriate, it may recommend to the Client that they seek an alternative service more suited to their needs.  In such an event, Optimus Coach Academy will discuss the reasons for the recommendation with the Client. It will be the Client’s discretion whether to follow such recommendation and Optimus Coach Academy does not accept any liability for the outcome of any decisions the Client chooses to make. If the Client agrees to pursue a different Service, Optimus Coach Academy shall provide the Client with a refund for any unused Training Sessions.  
4. Either Party may terminate this Agreement with immediate effect on giving notice to the other Party if the other Party:
   1. commits a material breach of this Agreement which is incapable of remedy;
   2. commits a material breach of this Agreement which is capable of remedy but fails to remedy that breach within 30 days of being notified of the breach;
   3. is in breach of its obligations under clause 7 and / or 8; and experiences a Force Majeure Event in accordance with the provisions of clause 12. 

5.   The expiry or termination of this Agreement shall not affect the accrued rights, remedies, obligations or liabilities of the Parties under it as existing at expiry or termination.
6.   Any provision of this Agreement which expressly or by implication is intended to come into or continue in force on or after the expiry or termination of this Agreement, shall remain in full force and effect after this Agreement expires or terminates.
7.   On the expiry or termination of this Agreement:

 7.1 the Client may request in writing, that Optimus Coach Academy returns all documents and materials containing the Client’s Confidential Information and Data and shall (to the extent technically possible) erase all of the Client’s Confidential Information from its computer and other software or media storage systems, provided that Optimus Coach Academy may retain materials containing the Client’s Confidential Information to the extent required by any Applicable Law or where retention is required to back-up data or IT systems in accordance or otherwise as permitted by this Agreement; and

 7.2 other than as referred to in this clause neither Party shall have any further obligation to the other under this Agreement on or after its expiry or termination.

 12. FORCE MAJEURE

1. Neither Party shall be liable for a breach of this Agreement directly or indirectly caused by circumstances beyond its reasonable control (“Force Majeure Event”), provided that a circumstance beyond a Party’s reasonable control shall not include any duty to comply with Applicable Law or any cause which is attributable to the Party’s willful act or negligence.
2. On the occurrence of a Force Majeure Event, the affected Party shall give immediate notice to the other Party, stating the nature of the Force Majeure Event, how it is affecting the performance of its obligations, the date it began to affect its performance, the estimated period during which its performance will be affected and the action it has taken and proposes to take to mitigate its effects. 
3. The affected Party shall mitigate (and whilst it continues, shall continue to mitigate) the effects of the Force Majeure Event on its performance.
4. If the performance of all or a material part of the Supplier’s obligations under this Agreement or the Schedule(s) is / are delayed or prevented by a Force Majeure Event for a continuous period of 30 days in aggregate over any 3 month consecutive period, the Client may terminate this Agreement by giving 30 days’ written notice to Optimus Coach Academy. 

 13. LIABILITY

1. Nothing in this Agreement shall limit or exclude the liability or remedy of either Party or any other person:
   1. for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors;
   2. for fraud or fraudulent misrepresentation;
   3. in respect of an obligation in this Agreement to indemnify a Party or any other person;
   4. for any act, omission or matter, liability for which may not be excluded or limited under any Applicable Law; 
   5. for any breach by the Supplier of clauses 7 or 8, or
   6. for the wilful abandonment of this Agreement by Optimus Coach Academy.
2. Optimus Coach Academy shall not be liable to the Client for any indirect, special or consequential loss or damage, including:
   1.  loss of profit;
   2. loss of goodwill;
   3. loss of savings; or
   4. loss of contract.
3.  Optimus Coach Academy excludes, but only as far as legally possible, all terms and warranties or promises implied by law or by statutes.
4. Any duty of care owed by Optimus Coach Academy to the Client, is owed to the Client alone and no duty of care is owed to any third party and Optimus Coach Academy does not assume any responsibility to any third party in respect of the performance of its duties to the Client. 

 

14. TRANSFER OF RIGHTS

 Neither Party may transfer, assign, charge or otherwise dispose of a contract for Services, or any rights or obligations arising under it, without the other's prior written consent. 

  15. DISPUTE RESOLUTION

1.  In the event of a dispute arising under this Agreement or the Schedule(s), the Parties agree to use their reasonable endeavours to resolve any dispute in good faith.
2. Neither Party shall commence any court proceedings in relation to any dispute until it has attempted to settle the dispute amicably and in accordance with this clause. 

 16. RELATIONSHIP

1. This Agreement does not constitute, establish or imply any partnership, joint venture, agency, employment or fiduciary relationship between the Parties.
2. Neither Party shall have, nor represent that it has, any authority to make or enter into any commitments on the other’s behalf or otherwise bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability or the exercise of any right or power).

 17. REMEDIES

1. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
2. Any right or remedy expressly included in any provision of this Agreement (or the exercise of them) shall not be considered as limiting a Party’s rights or remedies under any other provision of this Agreement (or the exercise of them)

18. SEVERANCE 

If any provision, or part of a provision, of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, which shall remain in full force and effect. 

19. APPLICABLE LAW

1. Any dispute arising from or any part of this Agreement, shall be governed by and construed in accordance with the law of England and Wales and the courts of England and Wales shall have exclusive jurisdiction.
2. If any part of this Agreement is held to be invalid or unenforceable, the remaining terms shall continue in full force and effect. 

 

 

SCHEDULE 

This Schedule comprises and incorporates the details of the Services to be provided under the Agreement.

1. In the event of any inconsistency between the Agreement and the Schedule the latter shall take precedence.
2. In addition, in this Schedule:
1. references to "clauses" are references to clauses of the Agreement; 
2. words importing the male, female or neuter genders shall include the other genders and words in the singular shall include the plural and vice versa; and
3. a reference to a person is a reference to any natural person or limited liability company.

THE SERVICES

1. Scope of Services

Optimus Coach Academy shall provide the specific Services to the Client in accordance with the Agreement and this Schedule.

2. Services - Mentor Coaching Certification Agreement

Service description	Description	Format
ICF Mentor Coaching Certification	3 x live group training days (6 hrs each) 2 recording submissions with feedback (one individual, one group) 2 observations of group mentoring sessions 1 x 1:1 session with Ruth Kudzi MCC   Total: 25 ICF CCE hours.	Zoom video calls

3. Invoicing

Optimus Coach Academy shall submit invoices directly to the Client through Xero in line with the Agreement and the Contract Particulars of this Schedule. 

 4. Refunds

Distance Selling Regulations:

In accordance with Distance Selling Regulations, the Client has the right to cancel and obtain a full refund within 14 days of this Agreement being executed by both Parties (cooling-off period). 

Process:

If the Client wishes to cancel the Agreement and receive a refund, the Client must do so in writing via email to hello@optimuscoachacademy.com within 14 days from the date on which this Agreement is executed by both Parties, Optimus Coach Academy will accept the cancellation request and offer the Client a full refund.  

Cancellation Requests: 

After the 14 day “cooling-off period”, cancellation requests will be accepted in writing to hello@optimuscoachacademy.com but there will be no obligation on Optimus Coach Academy to grant any refund. 

Refund Payment Timeline:

Upon cancellation of a contract and acceptance of a refund by the Client, any refund due will be repaid as soon as possible and, in any case, within 30 days of the Client’s request for cancellation.  
 

5. Inappropriate Behaviour

If the Client demonstrates inappropriate, aggressive or unlawful behaviour, Optimus Coach Academy may terminate this Agreement with immediate effect. In such an event, Optimus Coach Academy will not be obliged to offer any refund to the Client for any advance payments made for Training Sessions not yet provided and Optimus Coach Academy may take further action, including legal action against the Client if Optimus Coach Academy deems it appropriate to do so.