TERMS + CONDITIONS

IMPACT WITCH SERVICE AGREEMENT

THIS SERVICE AGREEMENT (the “Agreement”) begins on date of first payment (the “Effective Date”) and completes within the timeframe specified within the offer, unless mutually agreed upon.

BETWEEN: Megan Hamilton, an individual residing in Kingston, Ontario carrying on business under the name and style “UBU SKILLS” and “IMPACT WITCH”, of Kingston, Ontario, (the “Provider”)

 -AND-

 “Client” [YOU]

WHEREAS,the Provider offers private and group coaching, workshops, courses, and other service offerings from time to time as the case may be (the “Services”);

AND WHEREAS, the Client wishes to retain the Services of the Provider upon the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Provider and the Client (individually a “Party” and collectively the “Parties”), the Parties agree and covenant as follows:

1.    TERM

1.1 This Agreement shall commence as of the Effective Date and continue until terminated in accordance with this Agreement.

2.    OBLIGATIONS OF THE PARTIES

2.1   The Provider shall provide the Client with the program as outlined on offer page; and

2.2   The Client shall pay the fees in accordance with the terms set out upon checkout.

3.    FEES

3.1   The Client shall pay the Provider the fee outlined upon checkout, either in full, or in installments.

3.2  The Client shall pay the Providers IMPACT WITCH and Megan Hamilton through Stripe, unless a different method of payment is agreed upon in writing by the Parties.

3.3   The Provider’s email payment confirmation provided upon completion of payment by the Client for the Services will serve as the Client’s receipt for Services to be performed and rendered.

4.    LIMITATION OF LIABILITY & INDEMNITY

4.1   IN ALL CIRCUMSTANCES TO THE EXTENT PERMITTED BY LAW, THE MAXIMUM LIABILITY OF THE PROVIDER, HER EMPLOYEES, SUBCONTRACTORS, AGENTS, REPRESENTATIVES, SUCCESSORS, LICENSEES AND ASSIGNS, TO THE CLIENT FOR DAMAGES ARISING IN ANY WAY FROM THIS AGREEMENT FOR ANY AND ALL CAUSES WHATSOEVER, AND THE CLIENT’S MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO THE FEE(S) PAID BY THE CLIENT TO THE PROVIDER FOR SERVICES UNDER THIS AGREEMENT.

4.2   THE CLIENT SHALL INDEMNIFY AND HOLD HARMLESS THE PROVIDER FROM ANY THIRD-PARTY CLAIMS, LOSSES OR LIABILITIES ARISING FROM CLIENT’S USE, REPRODUCTION OR DISTRIBUTION OF THE SERVICES.

4.3  THE CLIENT SHALL INDEMNIFY AND HOLD HARMLESS THE PROVIDER FROM ANY CLAIMS ARISING OR AVAILABLE UNDER GENERAL DATA PROTECTION REGULATION (GDPR) IN THE EU FROM THE CLIENT”S USE OF THE SERVICES, AND FOR ANY EFFORT MADE BY THE PROVIDER TO PROVIDE THE SERVICES TO A CLIENT OUTSIDE THE JURISDICTION OF ONTARIO. THIS SHALL INCLUDE BUT IS NOT LIMITED TO A WEBSITE OFFERING, EMAIL SERVICES, AND THE SAME OR SIMILAR.

4.4   The Client is aware that optical, magnetic, electronic, and any other, media for storing digital data are inherently unstable. The Client hereby releases the Provider, her employees, subcontractors, agents, representatives, successors, licensees and assigns, from any liability for any claims, damages, or costs arising from any media supplied by the Provider becoming unusable.

4.5   Neither Party will be liable for failure to fulfill its obligations hereunder if such failure is due to a Force Majeure Event. A “Force Majeure Event” means, but is not limited to, an act of war; domestic and/or international terrorism; civil riots or rebellions; quarantines, embargoes and other similar unusual governmental actions; or extraordinary elements of nature or acts of God; provided that such Force Majeure Event is beyond the excused Party’s reasonable control, occurs without the excused Party’s fault or negligence, is not caused directly or indirectly by the excused Party and could not have been prevented or avoided by the excused Party’s reasonable diligence.

5.    TERMINATION

5.1  This Agreement terminates upon completion of the Services and full payment of the Fees by the Client to the Provider in accordance with this Agreement.

5.2   If the Client breaches any term of this Agreement, the Provider may terminate this Agreement without notice and without refunding any portion of the Fee previously paid.

5.3   The Client may terminate this Agreement by providing written notice to the Provider.

a.    If the Client terminates this Agreement before any work has commenced, then the Client may receive a full refund of the money the Client has previously paid to the Provider, unless a client terminates a session less than 48 hours in advance, in which case their slot cannot be rescheduled and the client is not entitled to a refund of payment for that session.

b.    If the Client terminates this Agreement after work has commenced, then the Client may receive a partial refund of the money the Client has previously paid, at an amount reflective of the work already undertaken by the Provider, as determined by the Provider at her sole discretion.

5.4   If the Provider terminates this Agreement for any reason other than the Client’s breach of contract, then the Provider shall notify the Client as soon as reasonably possible and provide the Client with a refund of Fees previously paid prorated in equal instalments divided by the number of sessions paid for by the Client.

5.5   Following any termination of this Agreement, the following Sections of this Agreement shall survive: 4.1 – 4.5, 5.1 – 5.4, and 7.

6.    DISPUTE RESOLUTION

6.1   Each Party agrees to utilize all reasonable efforts to resolve any dispute, whether arising during the term of this Agreement or at any time after the expiration of termination of this Agreement, which touches upon the validity, construction, meaning, performance or effect of this Agreement or the rights and liabilities of the Parties or any matter arising out of or connected with this Agreement, promptly and in an amicable and good faith manner by negotiations between the Parties.

6.2   If these negotiations are unsuccessful, the Parties agree to pursue an appropriate dispute resolution process, such as mediation or arbitration before resorting to litigation.

6.3  THE PARTIES AGREE THAT THE VENUE OF ANY SELECTED DISPUTE RESOLUTION PROCESS SHALL BE ONTARIO, CANADA, AND ANY LITIGATION MUST TAKE PLACE IN ONTARIO, CANADA. ANY COSTS ASSOCIATED WITH DISMISSING OR ENDING LITIGATION OUTSIDE OF ONTARIO ARE THE RESPONSIBILITY SOLELY OF THE CLIENT.

6.4   All information exchanged during any dispute resolution process, shall be regarded as “without prejudice” communications for the purpose of settlement negotiations and shall be treated as confidential by the Parties and their representatives, unless otherwise required by law. However, evidence that is independently admissible or discoverable shall not be rendered inadmissible or non-discoverable by virtue of its use during the dispute resolution process.

7.    GENERAL

7.1   Interpretation: Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

7.2  GOVERNING LAW: THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE PROVINCE OF ONTARIO, AND ANY APPLICABLE REGULATIONS.

7.3  DATA PROTECTION: WHILE UBU SKILLS AND MEGAN HAMILTON WILL ATTEMPT TO USE DATA PROTECTION PRACTICES IN ACCORDANCE WITH GDPR AND APPLICABLE ONTARIO DATA LAWS, THE ONTARIO DATA LAWS SHALL BE THE GOVERNING LAWS APPLICABLE TO MEGAN HAMILTON/IMPACT WITCH SERVICE AGREEMENTS AND SHALL SUPERSEDE GDPR IN PRIORITY. ONTARIO DATA PROTECTION LAWS AND BEST PRACTICES SHALL BE THE LAWS AND PRACTICES APPLICABLE TO ANY AND ALL AGREEMENTS ENTERED INTO WITH IMPACT WITCH AND/OR MEGAN HAMILTON.

7.4  Severability: In the event that any of the provisions in this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of the Agreement.

7.5   Further Assurances: Each Party will, at the request of the other Party, execute and deliver such additional documents and other assurances and perform or cause to be performed such further and other acts or things as may be reasonably required to give effect to and carry out the intent of this Agreement.

7.6   No Representations/Warranties: Provider provides the Illustration “as is” with no representations or warranties, expressed or implied, including any representations or warranties that the Illustration will serve the purpose of the Client.

7.7   Time is of the Essence: Time is of the essence in this Agreement.

7.8   Entire Agreement: This Agreement constitutes the entire Agreement and supersedes all prior agreements, understandings, negotiations and discussions relating to the subject matter thereof, whether oral or written. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties relating to the subject matter hereof except as specifically set forth in this Agreement. Neither Party has relied or is relying on any other information, discussions or understandings in entering into this Agreement.

7.9  Enurement: This Agreement shall enure to the benefit of and be binding upon each of the Parties hereto and their permitted successors, licensees and assigns.

7.10       Relationship: Both Parties hereby acknowledge that this Agreement is in the nature of a contract for Services and is not intended to create any form of employee/employer relationship.

7.11       Headings: The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

7.12       Amendments: Any amendments to this Agreement must be in writing and signed by the Parties or it shall have no effect and shall be void.

7.13       Third-party Beneficiaries: Except as otherwise expressly provided in this Agreement, the Parties do not intend that this Agreement benefit or create any legal or equitable right, remedy or cause of action in, or on behalf of, any third-party and no person or entity, other than a Party, is entitled to rely on the provisions of this Agreement in any proceeding.

7.14       Waiver: The failure or delay by a Party in enforcing, or insisting upon strict performance of, any provision of this Agreement does not constitute a waiver of such provision or in any way affect the enforceability of this Agreement (or any of its provisions) or deprive a Party of the right, at any time or from time to time, to enforce or insist upon strict performance of that provision or any other provision of this Agreement. Any waiver by a Party of any provision of this Agreement is effective only if in writing and signed by a duly authorized representative of such Party.

7.15       Independent Legal Advice: Each Party hereby acknowledges having had the full opportunity to consider this Agreement and to seek independent legal advice regarding this Agreement.

7.16       Counterparts: This Agreement may be executed in any number of counterparts, each of which is an original and all such executed counterparts taken together constitute a single document. An electronic copy of a Party’s signature shall be binding upon the signatory with the same force and effect as an original signature.

a)    Notice: Any demand, notice or other communication that shall or may be given in connection with this Agreement shall be in writing and shall be given by personal delivery, by mail or by email address at hello@impactwitch.com. Demand, notice or other communication is deemed to be received i) upon receipt, when delivered personally, ii), four (4) Business Days after sending by mail, or iii) immediately upon sending by email. “Business Day” means any day other than a Saturday, Sunday or statutory holiday recognized by the province of Ontario.