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Parties

ECLECTIC COTTAGE UNIPESSOAL LDA, a single-member private limited company (sociedade unipessoal por quotas) with its registered office at Rua António Alçada Baptista, nº 11, Bl B, 5º C, 1500-911 Lisboa, Portugal, registered under NIPC 519091515, duly represented by Ms Alice MAUDRET in her capacity as director, hereinafter the « Coach »,

and any individual or company joining Avocation Society and having accepted these General Terms and Conditions electronically, hereinafter the « Client »,

hereinafter jointly the « Parties ».

Whereas

The Coach has developed the offer « Avocation Society », a collective coaching space for professional and personal development. These services (the « Services » or the « Support Programme ») enable the Client: to join, each week, a live session led by the Coach on Zoom, recorded and available in replay; to access more than 50 hours of teachings from the first day; and to join a community of entrepreneurs and experts.

The Services delivered by the Coach or her Contributors offer the Client a structured, secure and demanding framework within which the Client is able to reflect, create, take a position and progress. The Coach makes available to the Client her expertise, analytical skills and strategic and human insight, enabling the Client to take part in a space for open and respectful expression.

The Services are intended for Clients who have realistic projects, who are motivated, aware of their potential for growth and willing to engage actively. The Services fall within the scope of coaching and shall in no event be considered therapeutic and/or medical support.

The Services are not legal, financial or tax advice. The Client remains responsible for their decisions and their results.

Article 1 – Purpose

These General Terms and Conditions (the “GTC”) define the rights and obligations of the Parties and the general terms of their cooperation for the Services performed by the Coach or by any natural or legal person she engages (a « Contributor »).

These GTC constitute the entire agreement between the Parties. The contract is formed and definitively concluded when the Client expressly accepts these GTC, by ticking the checkbox provided for this purpose and typing their full name in the onboarding form. The GTC are available in electronic form and may be stored and reproduced by the Client. Any amendment negotiated during the Services requires a written addendum.

Article 2 – Commitments of the Parties

Loyalty and good faith. The Parties undertake to act towards each other at all times as loyal partners and in good faith.

Confidentiality. For the entire duration of the Agreement and for five (5) years after its termination, each Party undertakes not to communicate, disclose or use for its own benefit or for any third party any confidential information it has learned in connection with the Agreement. Confidential information includes all information, data, documents, exchanges, content, personal disclosures, group interactions and any other element provided by the Coach or to which the Client has had access during the Services. This obligation ends where disclosure is required by law, regulation or a court decision, or is necessary to enforce rights under the Agreement, or where the information is already public through no act of the other Party.

Collective space. Everything said in Avocation Society is confidential to its members. The Client understands that Avocation Society is a collective space, where members join and leave over time, and therefore takes full responsibility for what they choose to share. The Client does not record, photograph, screenshot or pass on any session, exchange or information about another member. The Coach does her best to protect the security of the space and of the data shared in it, without being able to guarantee it.

Non-disparagement. During the Agreement and after its termination, for any reason, each Party undertakes not to disparage the other Party, the Coach, the Contributors, the Services or the Support Programme, by any means, including on social media and professional forums.

Commitments of the Coach. The Coach performs the Services with the care, diligence and skills reasonably expected from an experienced professional. The Services are subject to a best-efforts obligation, not an obligation of result, and the Coach cannot guarantee that the Client will achieve the expected objectives. The Coach's liability may only be incurred on proof of a causal link between a gross fault committed by the Coach and the damage suffered by the Client. Indirect damages, including loss of income, loss of opportunity, loss of profit or any non-material damage, give rise to no compensation.

Commitments of the Client. The Client provides all information necessary for the Services, takes an active part in the sessions and the community, respects the Ethical Charter in the Appendix, which is an essential component of this Agreement, and pays for the Services under Article 3.

Sessions. The Coach sets the time of each session and announces it in advance. Times vary through the year, so the Client will join some sessions live and follow others in replay.

Article 3 – Financial terms

3.1. Price. In consideration for the Services, the Client pays either €5,000 excl. VAT at entry, or €555 excl. VAT a month for eleven consecutive months. VAT is added at the applicable rate. The prices are guaranteed for the duration of the Agreement.

3.2. Payment. Payment is made online. Payment in instalments is a payment facility, not a subscription: the Client remains liable for the total amount from the validation of the order.

3.3. No refund. The Client's payment commitment is irrevocable, and any Support Programme that has begun is fully due. Should the Client stop using the Services before the end of the term, for any reason, the Client remains bound to pay all remaining instalments, and no refund is owed. Access to the resources is provided immediately, and the Client expressly waives any cooling-off period. This applies in particular to non-attendance, to a change in the Client's circumstances and to session times that do not suit the Client's time zone. The Coach may suspend the Client's access while a payment remains unpaid.

3.4. Accelerated maturity. If an instalment remains unpaid fifteen (15) days after a formal notice by registered letter with acknowledgment of receipt, all outstanding amounts become immediately due, without further formality. Late-payment penalties, a fixed recovery indemnity and all costs of contentious recovery are charged to the Client, and unpaid amounts may be passed to a collection service.

3.5. Penalty clause. In the event of a payment default rendering all outstanding amounts due, the Client owes a fixed indemnity of 5% of the total remaining debt, without prejudice to late-payment interest and any other right of the Coach.

Article 4 – Term and termination

4.1. Term. The Agreement is entered into for eleven (11) months from the day the Client is given access to Avocation Society.

4.2. Termination for breach. In the event of a material breach by either Party of its obligations or of the Ethical Charter, notified by registered letter with acknowledgment of receipt and left unremedied for thirty (30) days, the other Party may terminate the Agreement by registered letter, without prejudice to any damages.

4.3. Our trust. The Coach trusts the Client to lead themselves in this space. If the Coach decides, at her sole discretion, that the space is no longer right for the Client, she may end the Client's place by written notice. In that case, the Coach refunds in full all amounts the Client has paid, and any remaining instalments are cancelled.

Article 5 – Assignment

The Agreement is entered into on a personal basis (intuitu personae) and may not be assigned, in whole or in part, without the prior written consent of the other Party.

Article 6 – Intellectual property, recordings and access

The Coach retains all intellectual property rights, moral and economic, over the Services, teachings and recordings. The Agreement entails no transfer of rights to the Client. Sessions are recorded, and the Client's image, voice and words may appear in recordings accessible only to members of Avocation Society. The Zoom link, the platform login and the community access are personal to the Client and may not be shared.

Article 7 – Personal data

The Coach collects the Client's identity, contact, login, usage and billing data to deliver and improve the Services, manage payments, offer communication between members, provide support and manage disputes, and shares them only with the service providers and financial institutions needed for these purposes, or where the law requires. The Client may access, correct or delete their data, or delete their account, by writing to [email protected].

Article 8 – Force majeure

Neither Party is liable for a failure caused by force majeure. The Parties consult within fifteen (15) days of the event to agree on the measures to take. Without agreement within two (2) months, either Party may terminate the Agreement with immediate effect by registered letter.

Article 9 – Miscellaneous

The Agreement may only be amended by a written addendum. The invalidity of any clause does not affect the validity of the rest of the Agreement, and the Parties negotiate a replacement clause in good faith.

Article 10 – Disputes and governing law

The Agreement is governed by Portuguese law. Any dispute first goes through an attempt at amicable resolution, then to the competent courts of Lisbon.

Article 11 – Reviews

The Client authorises the Coach to request and publish reviews, feedback or testimonials, including on social media and the website, without identifying the Client by name unless otherwise agreed. The Client may ask at any time for the modification or removal of any content concerning them.

Appendix – Ethical Charter

The Coach provides a range of Services to her Clients. This Ethical Charter sets out the moral commitments that apply to every Client using the Services delivered by the Coach or her team. These rules do not replace the contracts concluded or the laws in force: they set out the reference points and attitudes that support exemplary personal and professional conduct within the Services.

Communication. The Client undertakes to show kindness and sincerity in every situation, cultivating open, respectful and authentic communication; to communicate clearly the needs, expectations, objectives or intentions they associate with the Services; to take an active part in the individual and collective activities they can access, communicating in an open and constructive way; and to respond to requests for feedback and express their gratitude or satisfaction when these reflect what they feel or the objectives they consider reached.

Respect. The Client undertakes to respect the energy, the professional limits and the framework of intervention set by the Coach; to use no form of pressure, excessive demand or intrusive behaviour; and to show respect in all the collective spaces made available to them and towards anyone they may interact with.

Awareness. The Client acknowledges that the quality and effectiveness of the results depend in part on their level of involvement, in particular their active participation and commitment throughout the Services, and undertakes to express realistic needs, expectations, objectives and intentions, consistent with their path, their personality and the resources available to them.