Terms of service.
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING MY SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU.
These Terms and Conditions (the “Terms”) constitute a legal agreement between you and The YNAB Coach, Chelsea Alventosa (hereinafter “I”, “me”, “my”) and you the user (“you”) governing the use of the services and coaching programs (hereinafter the “Services”).
1. General Terms
1.1. The provisions set out in these Terms govern your access to and your use of my Services and shall constitute a legally binding agreement between you and me.
1.2. I may change such terms from time to time and shall notify you accordingly if I do. If you do not agree to such terms, you must not use my Services.
1.3. Accessing my services requires you to:
1.3.1.pay the fees as set out on my website and Clause 4 of this Agreement,
1.3.2. be at least age 18 years of age or older.
1.4. I reserve the right to, without any notice, explanation, or liability and in my sole discretion, refuse to allow you or suspend your access to my Services at any time, or remove or edit content on my Services or on any of my affiliated websites.
1.5. I reserve the right to change, modify, suspend, or discontinue any portion of the Services, my Services or any other products, services, affiliated websites (including social media pages) and/or other software provided by me in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.
2. My Services and usage license
2.1. Subject to you agreeing to abide by these Terms, I hereby grant to you a revocable, non-exclusive and non-transferable license to use my Services on these Terms.
2.2. You agree your access and use of the Services is not contingent on delivery of any future functionality or features or the delivery of any other services.
3. Provision of the Services
3.1. With effect from the Commencement Date, I will throughout the Term of this Agreement, provide the Services to you.
3.2. I will provide the Services with reasonable skill and care, commensurate with prevailing standards.
3.3. I will be responsible for ensuring that it complies with all statutes, regulations, bylaws, standards, codes of conduct and any other rules relevant to the provision of the Services.
3.4. I will use all reasonable endeavours to accommodate any reasonable changes in the Services that may be requested by you, subject to your acceptance of any related reasonable changes to the Fees that may be due as a result of such changes.
3.5. Nothing in this Agreement will be deemed to require me to undertake any act or perform any services which in my good faith judgment would be misleading, false, libellous, unlawful, in breach of a contract, or otherwise prejudicial to you or my interests.
3.6. The undertakings in this Clause 3, shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to my instructions, or modification or alteration of the Services by any party other than me.
3.7. Notwithstanding the foregoing, I’m not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities including but not limited to third-party services, including the internet, and you acknowledge that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.
3.8. This agreement shall not prevent me from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, classes, modules, content and/or services which are similar to those provided under this agreement.
3.9. I warrant that I have and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.
3.10. Reselling of the Services to third parties is not permitted.
4. Fees and Payment
4.1. You shall pay such Fees in accordance with the provisions of this Clause 4.
4.2. The purchase price for the Services shall be paid simultaneously with the execution of this Agreement as stipulated on my website.
4.3. Any Fees due must be paid by their due date for payment, as notified to you through my website or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to the Services.
4.4. I reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
4.5. I must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
4.6. You are responsible for any Tax imposed on the Services except in cases where legislation requires me to collect Tax.
4.7. I’ m not responsible for currency conversion fees, wiring fees, transaction costs, or any other processing fees that you may incur.
4.8. My Fees may be amended from time to time at my discretion. I will provide you reasonably advanced written notice of any amendment of recurring Fees.
5. Default
5.1. You shall be deemed in default of this Agreement upon the failure to comply with any of the terms and conditions of the Agreement, including, but not limited to, the obligation to make any payment as and when due. Upon default, I shall have all rights and remedies available, including termination of this Agreement and institution of an action for all applicable damages. Payments not made on the due date shall be subject to late charges equal to the maximum amount permitted under applicable law. I may suspend all services on notice until the amounts outstanding are paid in full.
5.2. If I delay or refrain from exercising any rights under this Agreement, I do not waive, nor will I lose those rights. If I accept late or partial payments from you, I do not waive the right to receive full and timely payments and other charges due under this Agreement.
6. Your Obligations
6.1. I provide a service, i.e., the Participants are coached, advised, guided etc. A concrete success is not promised. I provide the services on the basis of the data and information provided by you. The guarantee for their factual correctness and completeness lies with you.
6.2. You expressly agree that your use of, or inability to use, my website or my Services is at your sole risk.
6.3. The Services is delivered to you 'as is' and 'as available' for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
6.4. I’m not responsible for your personal actions or choices before, during or after using any of my Services. You understand that any use of my Services, suggestion, recommendation, information is at your own risk, with no liability on my part. You accept full responsibility for your use, or non-use, of any information provided by me through any means whatsoever. Your use, or non-use, of this information is at your own risk, and you absolve me of any liability or loss that you or any other person, may incur from your or their use or non-use of my Services, or information provided by me.
6.5. I’m not liable for the completeness, accuracy or correctness of any information uploaded on my Services and any Related Content. You expressly agree that your use of my Services, including reliance on any Advice, is at your sole risk.
6.6. You shall use all reasonable endeavours to provide all pertinent information to me that is necessary for my provision of the Services.
6.7. You may, from time to time, issue reasonable instructions to me in relation to my provision of the Services. Any such instructions should be compatible with the specification of the Services.
6.8. In the event that I require the decision, approval, consent or any other communication from you in order to continue with the provision of the Services or any part thereof at any time, you shall provide the same in a reasonable and timely manner.
6.9. Any delay in the provision of the Services resulting from your failure or delay in complying with any of the provisions of this Clause shall not be my responsibility or fault.
7. Re-Scheduling, Lateness and No Show
7.1. I will attempt to accommodate requests to reschedule the date of a booked Coaching Session, but cannot guarantee that such requests will be honoured, and acceptance of such request is at my sole discretion. Any out-of-pocket costs associated with rescheduling shall be your responsibility.
7.2. If a booked Coaching Session is to be rescheduled a) due to a Force Majeure Event; or b) my unavailability; then we agree to reschedule a booked Coaching Session at the earliest possible mutually convenient date and time.
7.3. Notwithstanding the foregoing, I have sole discretion to determine whether to reschedule a booked Coaching Session or to refund you.
7.4. If a rescheduling request is received less than 48 hours prior to a booked Coaching Session, or if you fail to show up within 15 minutes of the commencement of a booked Coaching Session, I may charge a cancellation fee of at least 25% and up to the value of the booked Coaching Session.
8. Modifications and Interruptions
8.1. I reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at my sole discretion without notice. However, I have no obligation to update any information on my Services. I also reserve the right to modify or discontinue all or part of the Services without notice at any time.
8.2. I will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.
8.3. I cannot guarantee the Services will be available at all times. I may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors.
8.4. I reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that I have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services.
8.5. Nothing in these Terms will be construed to obligate me to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.
9. No Warranty of Success
9.1. Nothing contained in this Agreement shall be construed as a warranty on the part of either Party that:
9.1.1.the Services will yield any Result or otherwise be successful,
9.1.2.any Coaching Strategy will yield a specific result or otherwise be successful or
9.1.3.the outcome of the Services or any Program will be utilisable in any respect.
10. Force Majeure
10.1. No Party to this Agreement shall be liable for any failure or delay in performing their obligations where such failure or delay results from any cause that is beyond the reasonable control of that Party. Such causes include, but are not limited to power failure, internet failure, industrial action, civil unrest, fire, flood, storms, earthquakes, acts of terrorism, acts of war, governmental action or any other event that is beyond the control of the Party in question.
10.2. In the event that a Party to this Agreement cannot perform their obligations hereunder as a result of force majeure for a continuous period of 30 Days, the other Party may at its discretion terminate this Agreement by written notice at the end of that period. In the event of such termination, the Parties shall agree upon a fair and reasonable payment for all Services provided up to the date of termination. Such payment shall take into account any prior contractual commitments entered into in reliance on the performance of this Agreement.
11. Prohibited Uses
11.1. You may use my Services only for lawful purposes. You may not use my Services:
11.1.1. in any way that breaches any applicable local or international laws or regulations;
11.1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
11.1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with my content standards as set out in my prevailing terms and conditions as amended from time to time; and
11.1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
11.2. You also agree:
11.2.1. not to reproduce, duplicate, copy or re-sell any part of my Services in contravention of the provisions of my Terms; and
11.2.2. not to access without authority, interfere with, damage or disrupt:
11.2.3. any part of my Services;
11.2.4. any equipment or network on which my Services is stored;
11.2.5. any software used in the provision of my Services; or
11.2.6. any equipment or network or software owned or used by any third party.
12. Restrictions
12.1. Except as expressly set out in this Agreement or as permitted by any applicable law, you undertake:
12.2. not to reproduce, copy, modify, adapt, translate, publish, display, communicate, transmit, sell, exploit or use the whole or any part of any Service, my Services or any of the contents therein for any commercial or other purposes;
12.3. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the source code of my Services nor attempt to do any such thing, or to reproduce, display or otherwise provide access to the Services, my Services or any of the contents therein, including but not limited to framing, mirroring, linking, spidering, scraping or any other technological means;
12.4. not to provide or otherwise make available my Services in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without prior written consent;
12.5. to include my copyright notice on all entire and partial copies you make of my Services on any medium;
12.6. to comply with all applicable technology control or export laws and regulations; and
12.7. not to disrupt, disable, or otherwise impair the proper working of the Services, my Services or my servers, such as through hacking, cyber-attacks (including but not limited to denial-of-service attacks), tampering or reprogramming.
13. Suspension and Termination
13.1. I will determine, in my discretion, whether there has been a breach of these Terms through your use of my Services. When a breach of these Terms has occurred, I may take such action as I deem appropriate.
13.2. Failure to comply with these Terms constitutes a material breach of the terms of use upon which you are permitted to use my Services, and may result in my taking all or any of the following actions:
13.2.1. immediate temporary or permanent withdrawal of your right to use my Services;
13.2.2. issuance of a warning to you;
13.2.3. legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;
13.2.4. further legal action against you; and/or
13.2.5. disclosure of such information to law enforcement authorities as I reasonably feel is necessary.
13.3. I exclude liability for actions taken in response to breaches of these Terms. The responses described in this Clause 12 are not limited, and I may take any other action I reasonably deem appropriate.
14. Intellectual property rights
14.1. You acknowledge that all intellectual property rights in my Services anywhere in the world belong to me, that rights in my Services are licensed (not sold) to you, and that you have no rights in, or to, my Services other than the right to use them in accordance with these Terms.
14.2. Any intellectual property rights in content uploaded by you to my Services shall continue to belong to you or their respective owners. You agree that you grant me a royalty-free and non-exclusive license to use, reproduce, publish and display such intellectual property rights for the purposes of performing the Services, promotional purposes, internal administrative purposes and any other purposes set out in these Terms, including for the purpose of improving the Services and my responses to users of the Services.
14.3. You acknowledge that you have no right to have access to my Services in source code form.
14.4. You must not modify the paper or digital copies of any materials you have printed off or downloaded from my Services in any way and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
14.5. My status (and that of any identified contributors) as the authors of content on my Services must always be acknowledged.
14.6. You must not use any part of the content on my Services for commercial purposes not specified on my Services without obtaining a license to do so from me or my licensors.
14.7. If you print off, copy or download any content on my Services in breach of this Agreement, your right to use my Services will cease immediately and you must, at my option, return or destroy any copies of the materials you have made.
14.8. Notwithstanding any other provision of this Agreement, The YNAB Coach shall retain all right, title and interest in and to, including any intellectual property rights with respect to designs, processes, specifications, applications, utilities, methodologies, know-how, materials, information and skills (and any derivative works, modifications and enhancements thereto) owned, acquired or developed by me or my licensors, and regardless of whether incorporated in any Services:
14.8.1. prior to the Effective Date;
14.8.2. independently of, or not in connection with the performance of, the Services;
14.8.3. in the general conduct of its business or to serve general functions that are not specific to your unique requirements; or
14.8.4. if generally applicable, non-site specific and unrelated to the “look and feel” of the Services or other deliverables, in connection with the Services.
14.9. Subject to the forgoing. and fulfilment of your payment obligations hereunder, I hereby grant you a personal and non-transferable, worldwide, perpetual, revocable, nonexclusive license, to use my Services pursuant to this Agreement as necessary for or in connection with the use, management and maintenance of such Services, provided that you not have the right to publish or distribute my Services other than as part of such Services to any third party or to my create derivative works.
15. Warranties
15.1. While I make all efforts to maintain the accuracy of the information on my Services, I provide the Services, Services and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. I make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
15.2. To the full extent permissible by law, I disclaim all warranties, express or implied, relating to my Services or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. I do not warrant that the Services, my Services, the Related Content, or electronic communications sent by me are free of viruses or other harmful components.
16. Limitation of Liability
16.1. I`m not liable for the completeness, accuracy or correctness of any information uploaded on my Services and any Related Content. You expressly agree that your use of my Services, including reliance on any Advice, is at your sole risk.
16.2. You agree not to use the Services, and the Related Content for any re-sale purposes, and I have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, my Services or any other website or software) for:
16.2.1. loss of profits, sales, business, or revenue;
16.2.2. business interruption;
16.2.3. loss of anticipated savings;
16.2.4. loss or corruption of data or information;
16.2.5. loss of business opportunity, goodwill or reputation; or
16.2.6. any other indirect or consequential loss or damage.
16.2.7. Nothing in these Terms shall limit or exclude my liability for:
16.2.8. death or personal injury resulting from my negligence;
16.2.9. fraud; and/or
16.2.10.any other matter in respect of which I am prohibited under applicable law from limiting or excluding my liability.
16.3. These Terms set out the full extent of my obligations and liabilities in respect of the supply of the Services and my Services. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other term concerning the supply of the Services and my Services which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
17. Indemnity
You agree to indemnify and hold me harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of my Services and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.
18. Other important terms
18.1. I may transfer my rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
18.2. You may only transfer your rights or your obligations under these Terms to another person if I agree in writing.
18.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
18.4. These Terms and any document expressly referred to in it constitutes the entire agreement between me regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between me, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
18.5. If I fail to insist that you perform any of your obligations under these Terms, or if I do not enforce my rights against you, or if I delay in doing so, that will not mean that I have waived my rights against you and will not mean that you do not have to comply with those obligations. If I do waive a default by you, I will only do so in writing, and that will not mean that I will automatically waive any later default by you.
18.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
18.7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of England and Wales. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with me to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, I both irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
18.8. I am a YNAB Certified Budgeting Coach, which means that I have been trained to coach people on using YNAB software and the YNAB budgeting method. I have met select requirements of You Need a Budget LLC in order to receive this certification, which means that I have the ability to competently coach YNAB to others. I am not an employee of YNAB, and all non-YNAB related opinions and recommendations are my own. My views do not reflect the views of YNAB and its employees or its affiliates.