Daniela Sarmiento's Services Terms and Conditions

 

1.   INTERPRETATION

In these Terms and Conditions, the following definitions apply: 

Daniela Sarmiento: a product and service provider with its registered office located in Barcelona, Spain 08021.

Daniela Sarmiento Product or Services (collectively referred to as ‘the Products and/or Services’): the products and services offered by Daniela Sarmiento in relation to its PROGRAMS AND SERVICES.

Client: The person or company purchasing the Products and/or Services from Daniela Sarmiento

Commencement Date: the date that Daniela Sarmiento commences provision of the Products and/or Services to the Client.

Conditions: terms and conditions as amended from time to time in accordance with clause 14.

Contract: the contract between Daniela Sarmiento and the Client for the supply of Products and/or Services comprising of the Order and these Conditions.

Fees: the fees payable by the Client for the supply of the Products and/or Services in accordance with clause 4. 

Order: the Client’s order for the Products and/or Services (and any subsequent ongoing Products and/or Services) as set out in the Order Form. 

Order Form: Daniela Sarmiento’s form which can be completed online, over the phone, or in person, which sets out the Fees and which incorporates these Terms and Conditions.

Service: the provision of and grant of access to the Daniela Sarmiento Products and/or Services. 

Privacy Policy means the policy (as updated from time to time) which can be found on the Daniela Sarmiento at www.daniela-sarmiento/privacypolicy identifying certain respective rights and obligations in respect of the personal data and privacy under the Contract. 

Authorized Affiliates means, in respect of the Products and/or Services, the Affiliates of the Client (if any) in respect of those Products and/or Services.

Authorized Users means, in respect of the Products and/or Services, the users authorized by the Client to use those Products and/or Services in accordance with the Contract. 

Client Data means all data (in any form) that is provided to Daniela Sarmiento  or uploaded or hosted on any part of any Products and/or Services by the Client or by an Authorized User.

Client Systems means all software and systems used by or on behalf of the Client, the Authorized Affiliates, any of its or their direct or indirect sub-contractors, or any Authorized User in connection with the provision or receipt any of the Products and/or Services or that the Products and/or Services otherwise link, inter-operate or interface with or utilize (in each case whether directly or indirectly). 

Protected Data means the information and data referred to in the Privacy Policy.

Services has the meaning of the software platform Daniela Sarmiento provides to enable the Client to market to their customers and the database that the Client uses to store their customers details within.

2.   BASICS OF CONTRACT

2.1. The Contract constitutes the entire agreement between the parties. The Client acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Daniela Sarmiento which is not set out in the Contract. These Conditions apply to the Contract to the exclusion of any other terms that the Client seeks to impose or incorporate or which are implied by trade, custom, practice or course of dealing.

2.2. Any sample materials, descriptive matter or advertising issued by Daniela Sarmiento, and any descriptions of illustrations contained in Daniela Sarmiento’s website or brochures, are issued or published for the sole purpose of giving an approximate idea of the Products and/or Services as offered by Daniela Sarmiento. They will not form part of the Contract or have any contractual force. Daniela Sarmiento  is under a legal duty to supply goods that are in conformity with the Contract.

2.3. Daniela Sarmiento has the right to make any changes or alterations to the nature, scope and content of the Products and/or Services, without notice to the Client, at any time, provided these do not affect the nature of the Products and/or Services.

2.4. Daniela Sarmiento will supply the Products and/or Services to the Client and Daniela Sarmiento warrants to the Client that such Products and/or Services have been prepared using reasonable care and skill. Daniela Sarmiento provides no guarantee that the Products and/or Services will provide any results for the Client.

2.5. Daniela Sarmiento will use reasonable endeavors to meet any dates in relation to supporting the Products and/or Services (including but not limited to dates for the Client to attend calls) but any such dates will be provisional only and may be subject to change at the discretion of Daniela Sarmiento, with no liability attaching to Daniela Sarmiento in respect of such changes.

2.6. Daniela Sarmiento will have the right to make any changes to the support of the Products and/or Services which do not affect their nature or quality (including but not limited to: trainers and teachers, call lengths, session lengths, session frequency, session type, session location, training type, training location, venue location, coach allocated, Facebook group access and content, Kajabi access and content).

2.7.  The Client shall (and shall ensure all Authorized Affiliates and Authorized Users shall) at all times comply with all applicable laws relating to the use or receipt of the Products and/or Services, including laws relating to privacy, data protection and use of systems and communications.

3.   CLIENT’S OBLIGATIONS

3.1. The Client will: (a) ensure that all information given by the Client to Daniela Sarmiento is complete and accurate; (b) co-operate with Daniela Sarmiento in all matters relating to the Products and/or Services; (c) pay the Fees strictly in accordance with the payment schedule set out in the Order or as otherwise confirmed in writing by Daniela Sarmiento; (d) not use the Products and/or Services or any content, data or information derived from the Client’s use of the Products and/or Services for any purpose other than that which has been expressly authorized under the Contract; (e) not use the Products and/or Services for any unlawful purpose; and (f) permit Daniela Sarmiento to include information of video footage on its website and within the Products and/or Services highlighting any benefits which the Client or Client’s business has obtained from the Products and/or Services and in this regard, the Client hereby grants to Daniela Sarmiento a royalty-free, non-exclusive perpetual license to use any intellectual property rights of the Client for this purpose.

3.2. The Client, for itself and as trustee for any of its directors, employees, agents, Authorized Affiliates, Authorized Users or similar, undertakes to observe the obligations set out in clauses 3.1 to 3.7 (inclusive) and shall fully indemnify Daniela Sarmiento from and against all loss, damage, costs and claims arising from its failure to adhere to those provisions or otherwise to fulfill its obligations under the Contract.

3.3. Transmission of storage of any information, data or material in violation of any law is prohibited. This includes, but is not limited to, copyrighted material, material legally judged to be threatening or obscene, or material protected by trade secret and other statute. The Client agrees to indemnify, and hold harmless, Daniela Sarmiento from any claims resulting from the use of the Products and/or Services which damages the Client or any other parties.

3.4. Spamming, or the sending of unsolicited emails, using an email address or URL that is maintained on a Daniela Sarmiento , or directing traffic to a webpage that contains any reference to Daniela Sarmiento is STRICTLY prohibited. Daniela Sarmiento will be the sole arbiter as to what constitutes a violation of this provision. This action will result in immediate termination of the Products and/or Services without any refund to the Client and could be subject to legal action by Daniela Sarmiento against the Client. Any service interruptions as a result of Client’s spamming will be billed to the Client at euros 20.00 per hour until service is restored.

3.5.  Importing or in any way using purchased leads with a Daniela Sarmiento account is strictly prohibited. If the Client has paid money, or in any way purchased a group of pre-existing leads, these may not be used with Daniela Sarmiento. Only people that have specifically requested information directly from the Client may be emailed through Daniela Sarmiento.  

3.6. The Client is prohibited from transmitting on or through any of Daniela Sarmiento’s platforms or servers, including but not limited to social media platforms, any material that is (in Daniela Sarmiento’s sole discretion) unlawful, obscene, threatening, disruptive, abusive, libelous, hateful, that encourages conduct which could constitute a criminal offense, that gives rise to civil liability, that otherwise violates any national or international law, or that involves the transmission of any pornographic or sex-related merchandise or data.

3.7. The Client shall (and shall ensure all Authorized Affiliates, Authorized Users or similar shall) at all times comply with all applicable laws relating to the use or receipt of the Products and/or Services, including laws relating to privacy, data protection and use of systems and communications.

4.   FEES AND PAYMENT

 

4.1 The Fees for the Products and/or Services are detailed in the Order or any agreement made in writing between Daniela Sarmiento and the Client.

4.2.  The Fees will be paid in full in accordance with the Order, written confirmation from Daniela Sarmiento Image consulting, or any agreement made with a finance company in accordance with payment for the Products and/or Services.

4.3. All payments due to Daniela Sarmiento under the Contract shall be made in full without any deduction or any withholding. The Client will not be entitled to assert any credit, set off or counterclaim against Daniela Sarmiento against any sum(s) owed.

4.4.  In relation to payment by installments or a payment plan, payment shall be made monthly on the same calendar day as the date of the Order or as otherwise agreed in writing between Daniela Sarmiento  and the Client.

4.5. The Fees will remain payable by the Client notwithstanding any decision to cease using the Products and/or Services and even if the Client does not complete, access, attend or use the entire Products and/or Services.

4.6. Daniela Sarmiento shall be entitled to continue processing payments for any amount of money outstanding using any of the Client’s debit or credit card details previously confirmed to Daniela Sarmiento.

4.7. In the event of any payment due to Daniela Sarmiento becoming overdue and unpaid for more than 20 (twenty) days, Daniela Sarmiento may, at its discretion, suspend or withdraw the provision of the Products and/or Services, without prejudice to any of its other rights as to termination.

4.8. Save as to the cooling off period set out at clause 5, the Contract is non-cancellable and payment will be due by the Client regardless of whether the Products and/or Services are used.

4.9. The Client acknowledges that they have signed or agreed to the Order through their own choice without coercion or any lawful tactics from Daniela Sarmiento and are fully responsible for their own decisions.

4.10. Daniela Sarmiento reserves the right to instruct third party legal representation should the Client fail to make payment in accordance with these Conditions.

5.   COOLING OFF AND RIGHT TO CANCEL

5.1. The Client has a limited period, referred to as ‘cooling off period’, in which they may change their mind and cancel their contract with Daniela Sarmiento.

5.2. The cooling off period will begin from the date of the Order and continue for up to 5 days.

5.3. The Client must give written notice of their cancellation to Daniela Sarmiento within the 5-day cooling off period.

5.4. The Client must supply written notice of the request to cancel by email to [email protected].

5.5. If the Client exercises their right to cancel, the Product and/or Services will be terminated.

5.6. If the Client does not request a refund within the cooling off period, the Client is required to complete all remaining payments.

6.   LIMITATION OF LIABILITY

6.1. Neither party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control including but not limited to acts of God; flood; drought; earthquake or other natural disaster; epidemic or pandemic; terrorist attack; civil war; civil commotion or riots; war; threat of or preparation for war; armed conflict; imposition of sanctions; embargo; the breaking off of diplomatic relations; nuclear, chemical or biological contamination or sonic boom; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion or accident; any labor or trade dispute, strikes, industrial action or lockouts; and non-performance by suppliers or subcontractors. In such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for 6 months, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.

6.2.  Daniela Sarmiento will, under no circumstances, be liable to the Client (whether in contract,  (including negligence), breach of statutory duty, or otherwise), for any indirect or consequential loss, special damages, or any costs or losses attributable to loss of profits or opportunities arising from or in connection with the subject matter of the Contract.

6.3. The maximum amount of damages payable by Daniela Sarmiento to the Client in respect of any and all liability (apart from that mentioned above), including liability arising from negligence, under or in connection with the Contract shall not exceed the amount paid by, or on behalf of, the Client to Daniela Sarmiento for the preceding calendar month or calculated based on 1/12th of the Fees in the preceding 12 months.

7.   NON-COMPETE

The Client undertakes not to compete or seek to compete, either directly or indirectly or in any other capacity whatsoever, with the business of Daniela Sarmiento or in the provision of products or services directly competitive with any aspect or part of the Products and/or Services, resulting in actual or anticipated loss to Daniela Sarmiento, to include as to its reputation.

8.  INTELLECTUAL PROPERTY RIGHTS

8.1. All intellectual property rights in, arising out of, or in connection with, the Products and/or Services will be owned by Daniela Sarmiento. Daniela Sarmiento grants the Client a revocable, non-exclusive royalty-free license to use such rights only to the extent necessary to allow the Client to benefit from the Products and/or Services but not further or otherwise and no other rights or licenses are granted. Any such rights arising from the Client’s use of the Products and/or Services shall accrue to Daniela Sarmiento and the Client shall be deemed to have assigned any such rights to Daniela Sarmiento, with Daniela Sarmiento authorized to act as its agent to execute any such transfer or other documents giving effect to the same.

8.2. The Client, Authorized Users and Authorized Affiliates may be able to store or transmit Client Data using the Products and/or Services and the Products and/or Services may interact with Client Systems. The Client hereby grants a royalty-free, non-transferable, non-exclusive license for the Client (and each of its direct and indirect sub-contractors) to use, copy and other otherwise utilize the Client Data and Customer Systems to the extent necessary to perform or provide the Products and/or Services or to exercise or perform Daniela Sarmiento’s right, remedies and obligation under the Contact.

9.   DATA AND INFORMATION

9.1. Protected Data shall, at all material times, remain the property of the Client or its licensor.

9.2. Except to the extent Daniela Sarmiento has direct obligations under data protection and other applicable laws, the Client acknowledges that Daniela Sarmiento has no control over Protected Data hosted as part of the provision of the Products and/or Services and may not actively monitor or have access to the content of Protected Data. The Client shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of Protected Data and non-personal data and that its use (including use in connection with the Products and/or Services) complies with all applicable laws.

9.3. If Daniela Sarmiento becomes aware of any allegation that Protected Data or non-personal data may not comply with the Contract, Daniela Sarmiento shall have the right to permanently delete or otherwise remove or suspend access to any Protected Data or non-personal data which is suspected of being in breach and/or disclose Protected Data or non-personal data to law enforcement authorities (in each case without the need to consult the Client). Where reasonably practicable and lawful, Daniela Sarmiento shall notify the Client before taking such action.

9.4. Daniela Sarmiento shall have the right to suspend the Products and/or Services at any time, and for any reason, without notice. The Client accepts and acknowledges that the Products and/or Services can be withdrawn or may be unavailable due to technical and other issues, or as a result of updates, maintenance or similar circumstances. If such a suspension or withdrawal is to last more than 30 days, the Client will be notified as to the reason.

10.   CONFIDENTIALITY AND SECURITY OF DATA

10.1. Daniela Sarmiento shall maintain the confidentiality of Protected Data and shall not, without the prior written consent of the Client, and in accordance with the Contract, disclose Protected Data other than as necessary for the performance of the Products and/or Services, the express rights and obligations under the Contract, or as required by law.

10.2. Daniela Sarmiento will disclose Protected Data only to those of its officers, employees, agents, contractors and direct and indirect sub-contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under the Contract or as otherwise reasonably necessary for the provision or receipt of the Products and/or Services.

10.3  In order to promote and respect the confidentiality of all clients and intellectual property the Client understands that the Products and/or Services, now and in the future, are limited to people who have registered in the respective training. In consideration of, and as a condition for permitting the Client to participate in the Products and/or Services, the Client agrees to not publish, broadcast, disclose, communicate to the public, or assist another to do the same in respect of, the identity, likeness or actual or paraphrased comments of anyone who participates, leads, assists or is otherwise involved in the Products and/or Services.

11.   WARRANTIES

Daniela Sarmiento gives no warranties of any kind, whether express or implied, for the Products and/or Services it provides under the Contract. Daniela Sarmiento also disclaims any warranty of merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, mis-deliveries, or interruptions to the Products and/or Services caused by Daniela Sarmiento’s negligence or the Client’s errors or omissions. Use of any information obtained via Daniela Sarmiento  is at the Client’s own risk. Daniela Sarmiento makes no warranty, whether express or implied, as to the accuracy of quality of information obtained through its Products and/or Services.

12.   ASSIGNMENT AND SUB-CONTRACTING 

The Client will not, without the prior written consent of Daniela Sarmiento, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the Contract. For the avoidance of doubt, the Client will not share the Products and/or Services or any content, data or information derived from the Client’s use of the Products and/or Services with any third party without the prior written consent of Daniela Sarmiento, which may be withheld.

13.   WAIVER

A waiver of any right under the Contract is only effective if it is in writing and will not be deemed to be a waiver of any subsequent breach or default.

14.   VARIATION

Except as set out in these Conditions, any variation including the introduction of any additional terms and conditions, to the Contract will only be binding when agreed in writing between Daniela Sarmiento and the Client.

15.   APPLICABLE LAW

15.1 Any dispute of legal issue arising from the Conditions will be determined by the law of Spain and considered exclusively by the Spanish Courts.

15.2. Each of the paragraphs referred to in the Conditions shall be severable and distinct from one another and, if at any time, more and more of such provisions become invalid, illegal or enforceable, the validity, legality and enforceability of the terminating paragraphs shall not in any way be affected or impaired by this.

16.   CLIENT CONFIDENTIALITY AGREEMENT

16.1.The Products and/or Services are limited to people who have registered for the Products and/or Services. 

16.2. The Client will not publish, broadcast, disclose, communicate to the public, or assist another to do the same in respect of, the identity, likeness or actual or paraphrased comments of anyone who participates, leads, assists or is otherwise involved in the Products and/or Services.

16.3. The Client recognises that any breach of confidentiality may cause Daniela Sarmiento and/or other clients irreparable and substantial harm even though it may be impossible to ascertain the full monetary extent of their financial loss. 

16.4. Nothing in this Contract is intended to limit the Client from sharing their experience of the Products and/or Services with anyone.  

16.5. Nothing in this Contract is intended to limit Daniela Sarmiento from sharing coaching recordings, results and any testimonials (written or by video) in relation to the Products and/or Services, for any reason (including to promote the business of Daniela Sarmiento) with anyone by any means.

17.   CONSULTING DISCLAIMER 

17.1. The Client understands that the consulting services they will be receiving is not offered as a substitute for professional mental health care or medical care and are not intended to diagnose, treat or cure any mental health or medical conditions. The customer also understands that the consultations they are receiving is not from an acting mental health counsellor or a medical professional.

17.2. The Client understands and agrees that they are fully responsible for their well-being during their consulting sessions, and subsequently, including my choices and decisions.

17.3. The Client understands that the consulting sessions  are not a substitute for counselling, psychotherapy, psychoanalysis, mental health care or substance abuse treatment, and they will not use it in place of any form of therapy.

17.4. The Client understands that all comments and ideas offered are solely for the purpose of aiding in achieving the defined goals and that they have given their informed consent, and hereby give such consent to their consultant to assist them in achieving such goals and understand that results are not guaranteed.

17.5. The Client hereby releases, waives, acquits and forever discharges Daniela Sarmiento, any agents, successors, assigns, personal representatives, executors, heirs and employees from every claim, suit action, demand or right to compensation for damages they may claim to have or that they may have arising out of acts or omissions by themselves or by Daniela Sarmiento as a result of the advice given or otherwise resulting from the coaching relationship contemplated by this agreement.

18.   COMPLAINTS

18.1. Daniela Sarmiento is committed to providing high quality Products and/or Services.

18.2. Daniela Sarmiento has a written complaints procedure in place to ensure that all complaints are handled fairly and promptly. A copy of Daniela Sarmiento’s complaints procedure can be provided on request.

19.   ATTENDANCE AND PROGRAM COMPLETION

19.1. You have made an investment in yourself by registering for our consulting programs. Success in our programs require your full commitment. By enrolling in this program, you agree to being fully present during all sessions and participate to the best of your ability.

19.2. If you have an emergency or become ill hours previous to the scheduled session, and are not able to attend the session, you should contact us immediately in order to reschedule the session accordingly.

19.3. I If you are unable to make a Consulting Session, then you must tell us as far in advance of that session as possible, and in any event prior 12 hours of the scheduled Consulting Session. If you do not, then we have the right to cosnidered the session as missed and make an additional charge for one more session, if you wish to recover it.

19.4. Forgetting the session or comunicating while the session was expected to start that you did not have time to cancel the session or that you were not feeling emotionally ready for the session aren't considered as major causes to reschedule a session. In that regard, the session will be considered as completed.

19.5. If either of us does not arrive on time by the beginning of the session, not having already cancelled the session, we will assume the other party isn't coming.

19.6 If I miss the session without notifying you, I will either reimburse you or offer you an alternative coaching session within 5 working days.

19.7 Programs of 8 to 10 sessions must be completed within 90 days.

 

20.   GENERAL

20.1. Daniela Sarmiento  reserves the right to alter or cancel published dates and change venues without any liability whatsoever.

20.2. Daniela Sarmiento reserves the right to make changes to the programs, services, products, speakers or venue should that be necessary.

20.3. From the date the contract commences, any behaviour displayed by the Client that Daniela Sarmiento deems as disruptive, disrespectful, threatening, abusive or untenable in anyway (to the sole discretion of Daniela Sarmiento Image consulting), either in person, via email, via social media or any other forms of means of communication, either directed at Daniela Sarmiento, Daniela Sarmiento Image consulting’s other clients, Daniela Sarmiento team members or associates, may result in the Client being denied access to all aspects of the Products and/or Services, including but not limited to online support, Facebook groups, live events or coaching calls. All remaining fees would remain payable and any monies for the Products and/or Services will be non-refundable.

20.4.  The Client agrees that Daniela Sarmiento has not made any promise, guarantee, or other representation with respect to the Client’s future incomes or gains resulting from the provision of the Product and/or Service, and that the Client has not been induced to enter the Contract as a result of any alleged promise, guarantee or representation. 

20.5. These Conditions supersede any previous arrangement with your concerning their subject matter.