terms & conditions
Upon the receipt of the Consultant’s (as defined below) welcome e-mail, you (“Client”) are deemed to have agreed to engage Khoo Poh Sim (“Consultant”) to provide the services described below on the following terms and conditions:
1. CONSULTANT’S SERVICES.
1.1 Upon entering into this agreement and subject to the Client paying the Fee (as defined below), the Consultant agrees to provide to the Client any of the following courses as selected by the Client through the Consultant’s website or online platform:-
(a) Private (one-to-one) coaching;
(b) Group coaching on Facebook or other social media platforms;
(c) Digital course; and
(d) such other courses as may be offered by the Consultant from time to time,
(collectively referred to as the “Program”). The components and details of the Program (including but not limited to duration, number of sessions and requirements) are as described on the Consultant’s website and/or online platform.
1.2 Depending on the Program selected by the Client, it may be conducted via one or more of the following methods:-
(a) Live video-teleconferencing (“Virtual Session”);
(b) Recorded videos and/or audios (“Recorded Session”); or
(c) Any other method as may be decided by the Consultant.
1.3 The terms of this agreement shall be binding for any additional goods/services requested by the Client and supplied by the Consultant.
1.4 The Consultant and Client (collectively referred to as the “Parties”) agree that the Program is in the nature of business-coaching, consulting, coaching and education. The scope of services rendered by the Consultant pursuant to this agreement shall be solely limited to those contained herein and provided for on the Consultant’s website or online platform at the time of enrolling in the Program.
1.5 The Consultant reserves the right to:-
(a) substitute services equal to or comparable to the Program for the Client; and
(b) discontinue any category of the Program (without prejudice to the right of the Client as provided herein to complete the Program if commenced but subject always to the other terms of this agreement),
at any time if in the opinion of the Consultant it is necessary to do so.
2.1 In consideration of the Consultant conducting the Program for the Client, the Client hereby agrees to pay the Consultant according to the payment schedule set forth in the payment plan selected by the Client (“Fee”), failing which, the Consultant shall be entitled to suspend access to Course Materials (as defined below) and/or terminate this agreement in accordance with the terms of this agreement.
2.2 The Consultant shall have the right to charge, as compensation, 5% (five percent) on any outstanding payments that are not paid in accordance with the aforesaid payment schedule (“Compensation”).
3.1 Upon enrolling in the Program, the Client shall be responsible for the full extent of the Fee payable as per the selected payment schedule. If the Client:-
(a) discontinues or fails to complete the Program or any part thereof;
(b) is late for any Virtual Session which has commenced at the appointed time and date; or
(c) terminates this agreement,
for any reason whatsoever, the Client shall have no right to claim for refund of the Fee or any part thereof.
3.2 The Client hereby agrees not to claim for refund of the Fee directly or indirectly, from the Consultant, or any payment intermediary, platform or system (such as PayPal and the likes of it) used by the Consultant for receipt of the Fee.
3.3 The Client agrees to indemnify the Consultant for all losses and damages suffered by the Consultant in recovering the Fee or any part thereof as a result of breach of Clause 3.2 by the Client.
4. CHARGEBACKS AND PAYMENT SECURITY.
4.1 To the extent that the Client provides the Consultant with credit card information for payment on the Client’s account, the Client hereby authorizes the Consultant to charge the Client’s credit card(s) for any payments due to the Consultant (including the Fee or any part thereof and Compensation, if any) as and when such payments fall due. The Consultant is not required to request for separate authorization from the Client in respect of each payment due.
4.2 The Client shall not make any chargebacks to the Consultant’s account, or instruct the credit card(s) issuing bank to freeze or cancel payment to the Consultant, or cancel the credit card(s) that is provided as security without the Consultant’s prior written consent. The Client is responsible for any fees or charges associated with recouping payment on chargebacks and any collection fees associated therewith. The Client shall not change any of the credit card information provided to the Consultant without notifying the Consultant in advance.
5. NO RESALE OF SERVICES PERMITTED.
5.1 The Client agrees not to share, disseminate, reproduce, duplicate, copy, sell, trade, resell or exploit the Program or any portion thereof (including any Course Materials). without the prior written consent of the Consultant.
5.2 The Program is for the sole benefit of the Client alone and the Client agrees not to allow use of or access to the Program or any portion thereof (including to any Course Materials) to any other party.
5.3 If in the sole opinion of the Consultant the Client has breached Clause 5.1 and/or 5.2, the Client agrees to pay the Consultant an amount equivalent to the Fee that the Consultant would have been entitled to charge as though the other party (including any other party that the first mentioned party had sold, or allowed use of or access to the Program) had signed up for the Program with the Consultant. The Client’s authorization under Clause 4.1 and the restrictive covenants under Clause 4.2 shall be extended and apply for the purposes of enforcing this Clause.
5.4 The rights of the Client under this agreement are personal to the Client and not transferrable or assignable by the Client to any other party without the Consultant’s prior written consent.
6. COURSE MATERIALS AND INTELLECTUAL PROPERTY.
6.1 The materials provided by the Consultant for the Program, including but not limited to audio-video recordings of the Program conducted by the Consultant, and articles, pictures or videos produced by the Consultant or otherwise (“Course Materials”) are provided to the Client for his/her personal use only and on a single-user license basis.
6.2 Subject to payment of the Fee in accordance with the terms of this agreement, the Course Materials are provided to the Client by way of enabling access to specific files or folders in the cloud storage system as determined by the Consultant and/or electronically sharing with the Client (“Course Materials Delivery”), provided that the Consultant may, at its sole discretion, change the Course Materials Delivery mode at any time by providing notice to the Client.
6.3 In the event the Client fails to pay the Fee in accordance with the terms of this agreement or this agreement is terminated, the Consultant shall have the right to suspend, bar or deactivate the Client’s access to the Course Materials without any liability to the Client.
6.4 All intellectual property of the Course Materials authored or produced by the Consultant, shall remain the sole property of the Consultant and the Client undertakes not to challenge or make any claim on the ownership of the intellectual property of such Course Materials. No license to sell or distribute the Course Materials is granted or implied.
7. LIMITATION OF LIABILITY.
7.1 By using the Consultant’s services and enrolling in the Program, the Client accepts any and all risks, foreseeable or unforeseeable, arising from the Program and the Client releases the Consultant from any and all damages arising from or in connection with the performance of this agreement. The Client acknowledges that the Program is only an educational/coaching service being provided.
7.2 The Client agrees that the Consultant will not be held liable for any damages of any kind resulting or arising from including but not limited to; direct, indirect, incidental, special, negligent, consequential, or exemplary damages happening from the use or misuse of Consultant’s services or enrollment in the Program.
8. DISCLAIMER OF GUARANTEE.
The Client accepts and agrees that she/he is 100% responsible for her/his progress and results from the Program. The Client agrees that to achieve the intended results, the Client is required to adhere to the instructions of the Consultant including completing all the assigned tasks. The Client accepts and agrees that she/he is the one vital element to the Program’s success and that the Consultant cannot control the outcome for the Client. The Consultant makes no representations, warranties or guarantees verbally or in writing regarding the service other than those specifically enumerated herein and all other representations, warranties or guarantees, implied or otherwise are hereby excluded. The Consultant and its affiliates disclaim the implied warranties of titles, merchant ability, and fitness for a particular purpose. The Consultant makes no guarantee or warranty that the Program will meet the Client’s requirements or that all clients will achieve the same results.
9. COURSE RULES AND POSTPONEMENT.
9.1 To the extent that the Client interacts with the Consultant and/or other Consultant clients, the Client agrees to, at all times, behave professionally, courteously, and respectfully. The Client agrees to abide by all Program rules/regulations implemented by the Consultant. The failure to abide by such rules shall be a cause for termination of this agreement by the Consultant.
9.2 In respect of the Program conducted via Virtual Session, the Client is solely responsible for his or her attendance of all Virtual Session at the appointed time and date fixed by the Consultant, failing which, the Consultant shall not be liable for any absence or late attendance nor shall the Client be entitled to any refund of the Fee (or any part thereof).
9.3 In respect of the private coaching course, if the Client fails to attend or is late for any session, the Consultant will reschedule the said session for the Client. In respect of the group coaching course, if the Client fails to attend or is late for any session, replay of the said session is made available to the Client via the Recorded Session in accordance with the terms herein.
9.4 In the event of any unforeseeable circumstances the Consultant is not able to conduct any of the sessions of the Program at the appointed time and date earlier fixed by the Consultant, the Consultant will notify the Client and reschedule the session to later time and date fixed by the Consultant (“Postponed Session”). The Postponed Session shall not be deemed as a breach by the Consultant of the terms of this agreement.
10. IMAGE RIGHTS AND CLIENT’S MATERIALS.
10.1 The Client hereby grants to the Consultant, free of charge, a perpetual right to use the following for the promotion of the Consultant’s business and services, and for the provision of other goods or services provided by the Consultant to its clients:-
(a) recordings of the Client (whether audio or visual or both, or still images or videos or both);
(b) name, voice, and likeness of the Client; and
(c) materials submitted by the Client to the Consultant in the course of the Program.
11. NO SUBSTITUTE FOR MEDICAL TREATMENT.
The Client agrees to be mindful of his/her own wellbeing during the course of the Program and seek medical treatment (including, but not limited to psychotherapy), if needed. The Consultant does not provide medical, therapy, or psychotherapy services. The Consultant is not responsible for any decisions made by the Client as a result of the coaching and any consequences thereof.
12.1 In the event that the Client fails to pay the Fee in accordance with the terms of this agreement or otherwise is in default of any other terms of this agreement (collectively referred to as “Default”), the Consultant shall notify the Client of the Default and the Client shall have seven (7) days to remedy the Default, failing which, the Consultant shall have the right to terminate this agreement without further notice to the Client.
12.2 Upon termination of this agreement:-
(a) the whole of the Fee (or any part thereof), if unpaid, shall be immediately due and payable;
(b) the Client shall liable to pay for all outstanding amounts of the Fee; and
(c) the Consultant shall not be liable to continue to provide the services to the Client (including completing any incomplete Program).
The term “Confidential Information” shall mean information which is not generally known to the public relating to the Client’s business or personal affairs. The Consultant agrees not to disclose, reveal or make use of any Confidential Information learned of through its transactions with the Client, during discussion with the Client, the coaching session with the Consultant, or otherwise, without the written consent of Client. The Consultant shall keep the Confidential Information of the Client in strictest confidence and shall use its best efforts to safeguard the Client’s Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft.
In the event that a dispute arises between the Parties or a grievance by the Client, the Parties agree and accept that the only venue for resolving such a dispute shall be in the venue set forth herein below. In the event of a dispute between the Parties, the Parties agree that they neither will engage in any conduct or communications, public or private, designed to disparage the other.
The Client shall defend, indemnify, and hold harmless the Consultant, or its affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements - which any of them may incur or become obligated to pay arising out of or resulting from the provision of services and the performance of this agreement by the Consultant, excluding, however, any such expenses and liabilities which may result from a breach of this agreement or sole negligence or willful misconduct by the Consultant, or its affiliates or successors. The Client shall defend the Consultant in any legal actions, regulatory actions, or the like arising from or related to this agreement.
16. CONTROLLING AGREEMENT.
In the event of any conflict between the provisions contained in this agreement and any marketing materials used by the Consultant, the Consultant’s representatives, or employees, the provisions in this agreement shall prevail.
17. CHOICE OF LAW/VENUE.
This agreement shall be deemed made in Malaysia and governed by and construed in accordance with the laws of Malaysia without giving effect to any principles or conflicts of law. The parties hereto agree to submit to the exclusive jurisdiction of the Courts of Malaysia. The prevailing party is entitled to be reimbursed for all reasonable legal fees from the non- prevailing party in order to enforce the provisions of this agreement.
18. ENTIRE AGREEMENT.
This agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings, oral or written. This agreement may be modified only in writing as mutually agreed by both parties.
The ownership, non-circumvention, non-disparagement, proprietary rights, and confidentiality provisions, and any provisions relating to payment of sums owed set forth in this agreement, and any other provisions that by their sense and context the parties intend to have survive, shall survive the termination of this agreement for any reason.
If any of the provisions contained in this agreement, or any part of them, is hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of such provision or any other provision contained herein, which shall be given full effect regardless of the invalid provision or part thereof.
21. ACKNOWLEDGE RECEIPT
Where the Consultant is the originator (as defined in the Electronic Commerce Act 2006) of an electronic message (as defined in the Electronic Commerce Act 2006), notwithstanding the Consultant may have requested or agreed with the Client being the addressee (as defined in the Electronic Commerce Act 2006) that the receipt of the electronic message by the Client is to be acknowledged, it is deemed that the electronic message has been sent by the Consultant notwithstanding that the Client fails or refuses to acknowledge receipt the electronic message.