Terms and Conditions for TLI Career Coaching
1. DEFINITIONS The following terms, when capitalized, shall have the meanings designated in this Definitions section:
“Cover Sheet” The first page of this Agreement.
“Customer” The person or company, or both, engaging TLI to provide Services under this Agreement.
“Party” or “Parties” Customer or TLI, or both.
“Personal Information” Information that identifies a Customer as an individual, including name, address, email address, telephone number, age, and gender, non-public information about a Customer’s career search, or other similar information about Customer that is not otherwise publicly available.
“Services” The services to be furnished by TLI to Customer as described more fully in the Cover Sheet or a separate Statement of Work.
“TLI” Transformational Leadership International, and its subcontractors, if any.
2. PRECAUTIONs. Information, materials and Services furnished by TLI are meant to support and not replace Customer’s relationship with a counselor, therapist, financial advisor, accountant, attorney or any other licensed professional in business or as related to career transition activities.
3. PRIVACY. TLI is committed to respecting the privacy rights of all Customers. TLI may collect Personal Information from Customer in connection with providing Services. Customer has the right to refrain from providing certain Personal Information, although this may hamper TLI’s efforts in providing the Services. TLI uses Personal Information to determine Customer’s needs, to customize the Services, and in some cases, to track and provide anonymous reporting. TLI will only disclose Personal Information in certain limited circumstances, namely: (a) to provide Services as requested by a Customer, including disclosures to trusted partners who work on behalf of or with TLI under confidentiality agreements; (b) TLI is responding to a subpoena, court order, or legal process, or acting to establish or exercise legal rights or defend against legal claims; or (c) TLI believes it is necessary to share Personal information in order to investigate, prevent, or take action regarding illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of this Agreement, or as otherwise required by law.
4. PAYMENTS Customer agrees to make all payments as set forth in the Cover Sheet within 30 days of the date of any invoice from TLI. Any payment not made when due may bear interest at the rate of 1.5% of the amount outstanding per month, or the highest rate permitted by law. In addition, TLI shall be entitled to recover any sums expended in connection with the collection of sums not paid when due, including but not limited to all legal fees and expenses, collecting agent and/or attorney’s fees, whether or not suit is brought.
5. OUT OF POCKET EXPENSES Customer shall reimburse TLI for all pre-approved, reasonable travel, lodging, meal and other out of pocket expenses incurred by TLI in providing the Services. TLI shall deliver itemized invoices (and copies of applicable receipts, if requested) to Customer and Customer shall pay such invoices within 30 days of receipt.
6. OWNERSHIP As between Customer and TLI, TLI shall own all right, title and interest in and to all materials furnished by TLI, including, without limitation, all copyright, trademark, patent and persona rights incorporated in any such materials, while Customer may use the TLI materials subject to TLI’s approval and other restrictions set forth herein.
7. LIMITATION OF DAMAGES UNDER NO CIRCUMSTANCES SHALL TLI BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON ANY CLAIM ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. IN NO EVENT SHALL THE MAXIMUM AGGREGATE LIABILITY THAT TLI MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY CUSTOMER IN THE IMMEDIATELY PRECEDING ONE (1) MONTH PERIOD FOR THE SERVICES THAT DIRECTLY CAUSED THE LOSSES OR DAMAGES.
A. Severability If a court of competent jurisdiction holds any provision of this Agreement invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.
B. Entire Agreement This Agreement, including the Cover Sheet and any Statement of Work attached hereto, contains the complete agreement between the Parties and supersedes all other agreements, negotiations, discussions, or understandings between the Parties relating to the subject matter hereof.
C. Notice All notices, requests, demands, or other communications to or upon the respective Parties must be in writing and shall be deemed to have been given upon delivery thereof to such Party by certified mail, return receipt requested, or by facsimile with receipt confirmed by telephone, to the address set forth on the Cover Sheet, or as the same may be changed from time to time by notice similarly given.
D. CHOICE OF LAW/CHOICE OF FORUM THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN EXECUTED AND DELIVERED IN BLOOMFIELD HILLS OR WEST BLOOMFIELD, MICHIGAN, AND SHALL BE CONSTRUED, INTERPRETED AND ENFORCED UNDER AND IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF MICHIGAN. CUSTOMER AGREES TO EXERCISE ANY RIGHT OR REMEDY IN CONNECTION WITH THIS AGREEMENT EXCLUSIVELY IN, AND HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF, THE STATE OF MICHIGAN COURTS OF OAKLAND COUNTY, MICHIGAN, OR THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF MICHIGAN, SOUTHERN DIVISION.
E. No Waiver; Remedies Forbearance or neglect on the part of either Party to insist on strict compliance with the terms of this Agreement shall not be construed as or constitute a waiver hereof.
F. Integration This Agreement, including without limitation Cover Sheet and any Statement of Work attached hereto, constitutes the entire agreement of the Parties concerning its subject matter and supersedes any and all prior or contemporaneous, written or oral, negotiations, correspondence, understandings and agreements between the Parties respecting the subject matter of this Agreement. In any conflict between these Terms and Conditions, the Cover Sheet and any Statement of Work attached hereto, the governing document shall be determined in this order: (a) Cover Sheet; (b) Terms and Conditions; and (c) the Statement of Work.
G. Warranty TLI will provide competent, qualified personnel to perform the Services. TLI cannot and does not guarantee a successful outcome from the Services, and in particular, does not warrant that Customer will secure a position as a result of any career search. TLI MAKES NO WARRANTIES EXCEPT AS SET FORTH IN THIS SECTION 8(G). THESE WARRANTIES ARE INSTEAD OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.