Terms and Conditions

AGREEMENT

PLEASE READ THIS DOCUMENT CAREFULLY. BY ENTERING INTO ANY COACHING SESSION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT USE EXPERTX™ or DECISIONX™ COACHING SERVICES OR THE WEBSITE. YOU MAY NOT ACCEPT THIS AGREEMENT ON BEHALF OF ANOTHER PERSON OR COMPANY.

EXPERTX™ AND DECISIONX™ are services managed and operated by Papillon MDC Inc., a management consulting company in Montreal, Quebec, Canada (“PMDC”).

LAWFUL USE OF EXPERTX™ AND DECISIONX™ SERVICES IS CONDITIONAL UPON YOUR COMPLIANCE WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

GENERAL ACKNOWLEDGEMENT

1. COACHING

The executive, career and life coaching services, whether offered through DECISIONX™ for corporate users, or through EXPERTX™ for individuals paying out of pocket, are in accordance with the practice of coaching, and recognized by coaching organizations that govern coaching, including the International Coaching Federation (ICF), Association for Coaching, and Association of Corporate Executive Coaches (ACEC).

The coach you will work with has earned their training in coaching from an Institution accredited by ICF. The coach is certified, and they may also hold a credential at the ACC, PCC, or MCC Level, awarded by ICF, or credentials awarded by the Association for Coaching, the Association of Corporate Executive Coaches (ACEC), the MEECO Leadership Institutes, or other accredited institutions. The coach must adhere to the ethics and standards specified by ICF.

You acknowledge and understand that PMDC subcontracts all coaches, including the coach you select to provide the coaching service. As a subcontractor, the coach you select has gone through a rigorous process of selection. However, you understand that they are responsible for their own actions during the coaching session, and as such carries their own professional liability.

1. DECISIONX™

DECISIONX™ is a service exclusive to corporations who desire to offer their employees access to coaching on demand, with frequency of use recorded and shared with the corporation. DECISIONX™ is purchased on the basis of membership. If you are part of a program, you may have access to coaching on demand based on the membership selected by your company. You receive access to the platform as part of the onboarding process with your organization. You will also be invited to participate in a virtual session where you will have the opportunity to ask your questions.

1. EXPERTX™

In addition to executive, career, and life coaching, EXPERTX™ also offers consultation services over a wide range of topics and expertise. These consultation services are provided in the form of 60 minutes conversations with a diverse team of seasoned professionals (Experts), each a master in their respective field.

GENERAL CONDITIONS

By entering into any coaching OR consulting session with our Coaches or Experts, whether this is through EXPERTX™ OR DECISIONX™, you (the client), hereby agree to these terms:

1. You are over the age of 18 years and capable of entering into contracts.
2. Access is subject to your account being in proper order.
3. Be on time. Due to a full schedule, sessions must start and end on time.
4. Be fully present, honest and open to feedback. Carve out time for the session with no interruptions. If not being used for the session, please turn off or mute your mobile phones, and anything unrelated to your session.
5. 48-hour cancellation policy: If a session needs to be rescheduled, please do so before 48 hours of the scheduled appointment. Cancellations with less than 48-hour notice will be result in the loss of the session. The session will not be credited.
6. The Coach or Expert will access the online meeting platform on time and will wait for you for a maximum of six (6) minutes. If you do not access the online meeting platform within this time, the session will be presumed completed and there will be no refunds for the lost session. A document to help you access the online meeting correctly with your microphone and web camera is attached to the reminder email you receive about your session. It is your responsibility to read the document the test your connection prior to the session.
7. The Coach will maintain the ethics and standards of behaviour that governs coaches in the jurisdiction.
8. The Expert will adhere to a strict code of conduct as part of their subcontract agreement with Papillon MDC Inc.
9. If you are currently under the care of a mental health professional, it is recommended that you promptly inform the mental health care provider of the nature and extent of the coaching relationship agreed upon with the Coach. You acknowledge that coaching is not therapy and does not substitute for therapy, counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment or other professional advice by legal, medical or other qualified professionals.
10. Your coach or Expert may terminate the session at any time if they believed there may be mental distress, and you would be best served by a mental health professional. It is not the expert’s responsibility to find such a professional for you. Instead, the coach will share with you the benefits and encourage you to contact your physician.
11. You are solely responsible for any decisions taken and results arising out of your coaching relationship and interactions with the Coach or Expert.
12. Sharing information about any illegal activity or activities deemed to be of danger to yourself or others is not protected by confidentiality. PMDC takes the safety and security of all clients and coaches very seriously. If deemed necessary, PMDC will inform legal authorities of concerns. If you are part of DECISIONX™, your Human Resource Professional will also be informed when the disclosed illegal activity impacts the Corporation, its employees, directors, stakeholders, partners, and associates.
13. The Coach or Expert reserves the right to cancel sessions and stop working with any client at any time without any explanation. If the Coach or Expert decides that you, the client, are not a good match for their coaching services and products, they reserve the right to end the coaching relationship during the session. The Coach or Expert also has the right not to take you on as a client.
14. If the Coach or Expert cancels a session that you have already booked, the session will be credited back. No indemnification will be paid in addition to the credit.
15. Be respectful and polite.
16. Access to services and the portal is provided on an AS IS basis and may contain errors, inaccuracies and computer viruses.
17. Use of services through EXPERTX™ OR DECISIONX™ is not intended to replace a comprehensive coaching program. If you require a comprehensive program, please consult Papillon MDC other programs.
18. Your coaching session may be terminated at any time if the coach is of the opinion that there may be mental distress and you would be best served by a mental health professional. It is not the coach’s responsibility to find such a professional for you. Instead, the coach will share with you the benefits and encourage you to contact your physician.

SCOPE OF AGREEMENT

1. USERS OF DECISIONX™ ONLY

It is understood that your employer or a separate organization (“Company”) entered into a contract with PMDC and has selected a certain membership package with PMDC that affords a certain number of coaching sessions. If the Company has given you access to PMDC’s website and services (through your corporate email address) you have been granted access to a certain number of coaching sessions, which are governed by the terms of a separate agreement with the Company as well as this Agreement.

The terms of this Agreement will also govern any content, materials, or services accessible from the website and/or any other access provided by PMDC.

PMDC grants to you a non-transferable limited license to use real-time coaching services, located on PMDC’s website (“Portal”) provided you or your corporation are a current client of PMDC and subject to the terms and conditions herein. Your use of the Portal is strictly limited to coaching for you and is not intended to replace a comprehensive coaching program nor transfer its usability to a family member of a friend. This will be flagged in the system and your access will be denied. Your Corporate Sponsor will be notified immediately.

PMDC reserve the right, at any time, to add to, change, update, or modify the terms herein, simply by posting such change, update, or modification on the website and without any other notice to you. Any such change, update, or modification will be effective immediately upon posting on the website. It is your responsibility to review the terms and conditions of this Agreement from time to time to ensure that you continue to agree with all of its terms. Your continued use of the Portal will constitute your agreement to the modifications.

2. ACCESS to EXPERTX™ AND DECISIONX™

Your access to the Portal will be subject to the issuance of an account name (usually your email). Authentication to the portal is through a unique one-time-use link sent to you registered email. You are solely responsible for the accuracy and the timely access to your emails since the login link expires within 5 (five) minutes. You are also solely responsible for maintaining the confidentiality of your user account, access codes, passwords (if any) and personal identification numbers used in conjunction with the Portal. You agree to notify PMDC immediately of any unauthorized use of your account, your password or any other breach of security.

You may not make the Portal available over a network where it could be used or accessed by multiple devices at the same time. You may not transfer, distribute or share your access to enter and/or use the Portal or its services. You may not copy, translate, modify, reverse-engineer, disassemble, decompile or otherwise attempt to create derivative works of the Portal, any updates, or any part thereof. You may not use the Portal or operate it as a time sharing or outsourcing environment.

You acknowledge that the Portal contains valuable trade secrets and proprietary information of PMDC, that any actual or threatened breach of this Agreement will constitute immediate, irreparable harm to PMDC for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

3. SHARING

Whether you are using services through EXPERTX™ or DECISIONX™, you agree that you are prohibited from sharing any data retrieved from the Portal with any third party. Use of the Portal is strictly limited to help you work through an immediate issue.

4. USE OF DATA

You hereby agree that PMDC may collect and use any and all data entered in or retrieved from the Portal provided that PMDC complies with all applicable laws relating to the protection of personal information and all applicable Canadian provincial and international privacy requirements governing the collection, use and disclosure of personally identifiable information. PMDC will process and store personally identifiable information only in accordance with applicable privacy laws.

You acknowledge that PMDC may gather such data periodically to: (a) facilitate the provision of software updates, improve its services, provide coaching services, support, and other services to you, (b) be able to match potential clients with possible coaches, and/or (c) run statistics on trends of coaching type usage and coach satisfaction ratings. Any statistical data that is shared outside of PMDC will not enable third parties to identify you.

Notwithstanding the above, you agree that PMDC will have no responsibility or obligation to provide maintenance, updates or support services with respect to the Portal. Any such maintenance is at PMDC’s sole discretion.

5. STORAGE OF DATA

Data is stored on local and/or 3^rd party host server databases located in Canada, USA and elsewhere.

6. CREDIT CARD PAYMENTS

If you are paying by credit card, the processing and settlement of your transactions are carried out by a third-party credit card processor under a separate agreement. By accepting this Agreement, you are also accepting and agreeing to be bound by the processor terms which are a legal agreement between you and the processor. PMDC is not responsible at that point for any breaches of confidentiality.

7. ADDITIONAL PRIVACY AND CONFIDENTIALITY ISSUES

NOTE: Your name shall at all times remain confidential and not be disclosed. Discussions with Coaches and Experts are confidential.

You understand that your conversation with the Coach or Expert you select to work with remains confidential as it relates to:

• Details about your reason for seeking coaching or consulting services in terms of specific information that you will share about yourself, your family, your work or any other aspect you deem important to the fulfilment of your session. If you are part of the DECISIONX™, this information is also held in complete confidence, and it is not shared with your corporation.
• Information that you choose to share electronically during your coaching time such as, test results from your work environment (360 feedback, psychometric assessments) as well as any medical test results are destroyed electronically by your Coach or Expert following your session.
• PMDC is not responsible for any omissions committed by your Coach or Expert as it relates to their notetaking regarding your coaching goal and coaching session.

You understand that specific situations wherein confidentiality may be interrupted include: legal subpoena; violation of provincial and/or federal law; and illegal or unethical improprieties or circumstances that pose a physical or emotional threat to you, any individual, group or organization, at which point, your Coach or Expert will inform you of the steps they will take. This can include contacting the local authorities in your region, district, or community. Your Coach or Expert will also, at this point, take notes of your session and submit these to PMDC for record-keeping in the event that local authorities request details about your time with your Coach or Expert. If you are part of DECISIONX™, your Human Resource Professional overseeing the DECISIONX™ Program, is advised of steps taken by your coach to inform local authorities.

EXPERTX™ AND DECISIONX™ will open and maintain an active file, which includes your log-in activities such as the time and date of your sessions, names of the Coaches or Experts you selected, frequency of services use, some additional information filled during the booking of your session, as well as your level of satisfaction with your session.

If you are part of DECISIONX™, coaching trends insofar as coaching type, time and date of coach access, as well as coach satisfaction ratings are collated on a monthly basis (or at a regular frequency determined in the contract) and shared with your Corporate Sponsor. Trends are shared without any client names.

If you are part of your company’s DECISIONX™ program, there is no requirement for you to pay for any of your sessions covered under this program.

If you choose to book any ExpertX service, you are required to pay for the booked session in advance. Your credit card information is not kept on file, and it is entered by you every time you select a coaching session, unless you explicitly choose otherwise, at which point the credit card information is managed by the payment processor and NOT by Papillon MDC Inc.

Should you pursue further professional services with the Coach or Expert you select outside of the EXPERTX™ OR DECISIONX™ services, you hereby acknowledge and relieve PMDC from any and all responsibility and liability associated therewith, including without limitation, any and all actions your coach may take as it relates to the use or misuse of any and ALL information you provide them with during your coaching session. If you are part of your company’s DECISIONX™ Program, you must first speak with your President, Manager, or Human Resource Professional about your decision to opt out of this service and pursue a coaching service with the coach you select. As this is outside of the DECISIONX™ service, it will not be covered by your company’s sessions with PMDC and therefore you would be responsible to pay for this service yourself. You can always return to EXPERTX™ marketplace to book your session with the same expert or any other expert you desire.

Notwithstanding the above, non-client identifiable information may be used by PMDC for statistical purposes.

8. TERMINATION

This Agreement is effective until terminated by you or by PMDC, each of which being authorized to terminate without cause. Your rights under this Agreement will terminate automatically if: (a) you fail to comply with any of its terms; (b) the Company is no longer a PMDC customer; (c) PMDC decides to no longer provide or support the Portal; or (d) PMDC does not receive or has a good faith reason not to expect to receive payment for services rendered.

Upon termination, your rights shall also terminate, and you agree to immediately discontinue any further use and access to the Portal and/or services. No termination shall affect any obligations to pay fees by the Company for services rendered or as part of any ongoing contract.

9. EXTERNAL SERVICES

The Portal may enable access to PMDC and/or third-party services and websites (collectively and individually, “External Services”). You agree to use the External Services at your sole risk. PMDC is not responsible for examining or evaluating the content or accuracy of any third-party External Services and shall not be liable for any such third-party External Services. Data displayed by any Portal or External Services, including but not limited to financial and location information, is for general informational purposes only and is not guaranteed by PMDC or its agents.

You will not use the External Services in any manner that is inconsistent with the terms of this Agreement or that infringes the intellectual property rights of PMDC or any third party. You agree not to use the Portal or the External Services to harass, abuse, stalk, threaten or defame any person or entity, and that PMDC is not responsible for any unauthorized use. You acknowledge that the Portal and/or External Services may not be available in all languages or in your home country and may not be appropriate or available for use in any particular location. To the extent you choose to use External Services, you are solely responsible for compliance with any applicable laws. PMDC reserves the right to change, suspend, remove, disable or impose access restrictions or limits on any External Services at any time without notice or liability to you.

10. PROPRIETARY RIGHTS

The Portal and all worldwide copyrights, trade secrets and other intellectual property rights therein are the exclusive property of PMDC.

PMDC (or its licensors) owns exclusively and reserves all – and you may not exercise any – right, title, and interest in and to the Portal, including, without limitation, all intellectual property rights in and to the Portal and Portal. This Agreement is not an agreement of sale, and no title, intellectual property rights, or ownership rights are transferred to you and you hereby acknowledge and agree that the Portal and all ideas, methods, algorithms, formulae, processes, and concepts used in developing or incorporated into the Portal, together with all future updates, improvements, revisions, corrections, bug-fixes, hotfixes, patches, modifications, enhancements, releases, signature sets, upgrades, and all derivative works based upon any of the foregoing, are trade secrets and proprietary property of PMDC and/or its licensors. You may not copy, print, reproduce, publish, transmit or distribute any content without PMDC’s prior written consent.

All suggestions or feedback provided by you to PMDC with respect to the Portal shall be PMDC’s property. PMDC may use, copy, modify, publish, or redistribute the submission and its contents for any purpose and in any way without any compensation to you. However, your identity will not be disclosed.

You hereby attest that you will not infringe any proprietary or intellectual property right of PMDC and that you will not share any access codes or passwords with any third parties.

11. NO WARRANTY

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE PORTAL THROUGH EXPERTX™ AND DECISIONX™ SERVICES ARE AT YOUR SOLE RISK.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPERTX™ AND DECISIONX™ SERVICES AND PORTAL ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND PMDC HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS WITH RESPECT THERETO, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND OF NONINFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PMDC, ITS COACHES OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.

Neither PMDC nor the Coach makes any representation or warranty that the coaching will meet your requirements.

You acknowledge that PMDC makes no representation or warranty regarding access, performance, speed, reliability, availability, consistency or that the operation of the website, domain, or links will be interruption free or error free. You further acknowledge that messages, data, information and materials sent over the Internet may not be completely private and the website is not immune from fraudulent or unauthorized intrusion or use (including, without limitation, computer viruses and/or other malicious code) and accordingly, PMDC will not be liable for any loss, damage, cost or expense occasioned thereby.

12. LIMITATIONS OF LIABILITY

TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL PMDC, ITS SUPPLIERS OR ITS LICENSORS BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF PMDC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.

IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF PMDC, INCLUDING ITS SERVICE PROVIDERS, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER DIRECT OR INDIRECT, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO PMDC UNDER THIS AGREEMENT FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM.

Nothing in this Agreement is intended to or shall be construed as excluding or modifying any statutory rights, warranties or conditions which may be applicable to this Agreement, the Software or Documentation, and which by virtue of any provincial, state or federal fair trade or other consumer legislation may not be modified or excluded.

13. ALLOCATION OF RISK

Provisions of this Agreement such as the warranty limitations, exclusive remedies and limitations of liability are unrelated, independent allocations of risks between you and PMDC. Unenforceability of any such allocations shall not affect the enforceability of other such allocations. If any part of this Agreement is held to be unenforceable, it shall not affect any other part. If any part of this Agreement is held to be unenforceable as written, it shall be enforced to the maximum extent allowed by applicable law. The fees paid by you (or the company) for access to the Portal and services provided reflects the allocations of risk contained in this Agreement.

14. EXPORT CONTROLS

The Portal and related technology may be subject to export control laws and may be subject to export or import regulations in other countries. You agree to comply fully with all relevant export laws and regulations of Canada, United States, and Europe and any other applicable export laws and regulations to ensure that the Portal is not used or exported directly, or indirectly, in violation of such laws. You shall not use the Portal in any country prohibited by applicable law or regulation and agree to indemnify and hold PMDC harmless from any and all claims, losses, liabilities, damages, fines, penalties, costs and expenses (including attorney’s fees) arising from or relating to any breach by you of your obligations under this section.

15. EVALUATION OR BETA SOFTWARE

If the Portal has been identified as “Evaluation” or “Beta” software (“Beta Software”), then the provisions of this section apply and shall supersede any other conflicting term of this Agreement. Your royalty-free, nontransferable, limited license to use the Beta Software, for evaluation purposes only, is limited to thirty (30) days unless otherwise agreed to in writing by PMDC. The Beta Software may contain errors or other problems that could cause system or other failures and data loss. Consequently, Beta Software is provided to You “AS IS” and PMDC disclaims any warranty or liability obligations to you of any kind. Support is not available for Beta Software. Any information about the Beta Software gathered from its use shall be used solely for evaluation purposes and shall not be provided to any third parties. WHERE LEGAL LIABILITY CANNOT BE EXCLUDED, BUT MAY BE LIMITED, PMDC’S LIABILITY AND THAT OF ITS SUPPLIERS AND AUTHORIZED PARTNERS UNDER THIS AGREEMENT RELATED TO BETA SOFTWARE, OR IN CONNECTION WITH EVALUATION SOFTWARE, SHALL BE LIMITED TO THE SUM OF FIFTY ($50) DOLLARS OR THE EQUIVALENT IN LOCAL CURRENCY IN TOTAL.

16. ASSIGNMENT 

The rights and duties or obligations granted or created under this Agreement may not be assigned, transferred or delegated by you without the prior written approval of PMDC.

17. ENTIRE AGREEMENT, GOVERNING LAW, VENUE AND LANGUAGE

YOU AGREE THAT THIS AGREEMENT IS THE COMPLETE, FINAL AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND PMDC AND SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT OR ANY OTHER COMMUNICATIONS RELATING TO THE USE OF THE PORTAL.

No amendment, modification or waiver of this Agreement will be valid unless set forth in a written instrument signed by both parties. This Agreement shall be governed by and construed in accordance with the laws in force in the Province of Quebec, Canada, exclusive of its conflict of laws provisions. In no event shall this Agreement be construed or enforced under the provisions of the United Nations Convention on Contracts for the International Sale of Goods or the United Nations Convention on the Limitation Period in the International Sale of Goods, the application of which are expressly excluded. Each of the parties acknowledges and hereby submits to the exclusive jurisdiction of the Courts located in the City of Montreal, Quebec, Canada.

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

This Agreement may be executed in counterparts.