This Consulting Agreement (the “Agreement”) includes the terms and conditions that form a legally binding agreement between you (hereinafter the “Client”) and Uplevel OU, a company organized and existing under the laws of Estonia, registered at Ahtri 12, 10151 Tallinn, Estonia, under business number 14919869 (hereinafter the “Consultant”). Upon registering to use any of the services offered by the Consultant, either physically or as advertised on the (mobile) website by checking a checkbox indicating your acceptance of this Agreement, you agree and acknowledge that you have read, understood, and unconditionally accepted all of the terms and conditions contained in this Agreement.
Consultant and Client are individually referred to as a “Party” and jointly as “Parties”. The Agreement shall come into force on the date of acceptance of this Agreement, which may be electronically (the “Effective Date”). Consultant will ensure that the date of acceptance by Client is registered.
Parties hereby agree as follows:
The Client is signing up to The High-Ticket Incubator which includes:
- Monthly goal setting for increasing your prices and income
- Principals of High-Ticket Trainings which you will go through each month as you increase your prices
- Weekly FB live within our private FB group where you will have the opportunity to receive coaching
- Daily conversations within the FB group for you to ask questions
- Accountability partners to ensure you make the most of your experience and get results
- At the end of each month you will take an assessment to see how much progress you have made and revise your goals for the following month
Such services are hereinafter referred to as “Services.”
- Duties and Responsibilities
- Consultant hereby agrees to provide and perform for the Client those Services in Article 1. Consultant shall devote its best efforts to the performance of the Services and to such other services as may be reasonably requested by the Client.
- In consideration of the Services to be rendered hereunder, Consultant shall be paid $500 per month, billed in 30 day increments.
- Client hereby authorizes the Consultant to automatically charge the Client for above mentioned amount by using the credit card details supplied by Client.
- By signing this Agreement, the Client enters into a payment obligation and any amounts paid by the Client shall be non-refundable.
- If client wishes to cancel the contract, they can do so within the membership site and no further payments will be taken.
- Term and Termination
- The term of this Agreement shall commence on the Effective Date and shall terminate upon the client terminating the monthly payment agreement.
- At any time, the Client may terminate this Agreement immediately and for any reason. Client acknowledges and agrees that terminating the Agreement prematurely shall not result in any refunds and if there are any amounts outstanding, the Client shall remain liable for those amounts.
- Consultant hereby acknowledges and agrees that all property, including, without limitation, all books, manuals, records, reports, notes, contracts, lists, blueprints, and other documents, or materials, and equipment furnished to or prepared by Consultant under this Agreement and relating to the Client shall be promptly returned to the Client upon termination of this Agreement.
- Any provision that Client and Consultant can reasonably understand to survive this Agreement, shall do so. This expressly includes provisions 3, 5, 7 and 9.
- Confidential Information
- Any (confidential) information received by the Consultant during any of the Consultant's Services under this Agreements, will be treated by the Consultant in full confidence and will not be revealed to any other persons, firms or organizations other than to perform the Services under this Agreement.
- The Consultant shall take all reasonable precautions to prevent any other person from acquiring confidential information at any time.
- Consultant agrees that all confidential information shall be deemed to be and shall be treated as the sole and exclusive property of the Client.
- The Client hereby agrees that it shall keep the Consultant’s methods and business secrets that the Client learns or becomes aware of strictly confidential.
- Status of Consultant
Client agrees that the Consultant will act as an independent contractor in the performance of its duties under this contract. Accordingly, the Consultant shall be responsible for payment of all taxes arising out of the Consultant's activities in accordance with this contract. The Consultant shall not be an agent of the Client and nothing in this Agreement should be taken as establishing an agency, partnership, or joint venture relationship. Consultant further reserves the right to determine the method, manner, and mean by which the Services will be performed.
- Intellectual Property
- As part of the Services, the Consultant may create marketing content or materials on which certain intellectual property rights rest (the “Content”).
- The Client will retain the right to all Content created by the Consultant for the Client under this Agreement for promotion and advertising. The Client may not distribute, in any way, the Content for profit without the written consent of the Consultant. The Content includes drafts, notes, materials, mockups, designs, code, and anything else that the Consultant conceives, creates, designs, develops, or works on for the purpose of this Agreement.
- The Consultant retains all rights on works and content which is not created specifically for the Client or which was owned by the Consultant to begin with.
- The Client hereby gives to the Consultant the license and permission to use the Content as part of the Consultant’s portfolio, websites, and own social media, to showcase the Consultant’s work. Consultant may also use the Content as part of a case study or testimonial.
- The Consultant may use the Client’s intellectual property to execute its obligations under this Agreement, such as the use of the Client’s logo in a social media post. The Client allows the Consultant to use such intellectual property for this purpose.
Parties hereby indemnify and agree to defend and hold harmless the other party from and against any and all claims, demands, and actions, and any liabilities, damages, or expenses resulting therefrom, including reasonable attorneys’ fees, arising out of or relating to this Agreement.
The Consultant warrants to the Client that the Services will be of the kind and quality designated. Consultant makes no other warranties, whether written, oral, or implied. The Consultant is not liable for possible damage caused under this Agreement, both by itself and by third parties, except in the case of intent or deliberate recklessness on the part of the Consultant, provided that this has been demonstrated by the Client. The Consultant shall not be liable for failure or delay in performing its obligations if that failure or delay is caused by something beyond its reasonable control. In no event shall Consultant be liable for special or consequential damages, either in contract or tort, whether or not the possibility of such damages has been disclosed to Consultant in advance or could have been reasonably foreseen by the Consultant. In any case, the total liability of the Consultant shall be limited to the amount as stated under Section 3.1.
During the term of this Agreement and thereafter, the Client may not, directly or indirectly, as an individual or on behalf of a third party, intentionally, knowingly, or willingly make any comment that would reasonably be expected to be materially disparaging or negative to any other person or entity regarding Consultant or any of its affiliates, officers, directors and employees. Any disputes and issues between the Consultant and Client are to be resolved privately.
The provisions of this Agreement shall be enforceable notwithstanding the existence of any claim or cause of action of the Consultant against the Client whether predicated on this Agreement or otherwise.
- Complete Agreement
This agreement contains the entire agreement between the parties hereto with respect to the matters covered herein.
No failure or neglect of either Party hereto in any instance to exercise any right, power or privilege hereunder or under law shall constitute a waiver of any other right, power or privilege or of the same right, power or privilege in any other instance.
If any provision of this Agreement, or the application thereof to any person, place, or circumstance, shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement and such provisions as applied to other persons, places, and circumstances shall remain in full force and effect.
This Agreement may not be assigned by either party without the prior written consent of the other party.
- Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement shall be binding only both Parties agree to the modification in writing.
- Applicable law
This Agreement shall be construed in accordance with the laws of Estonia.