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1. Introduction

These Terms and Conditions ("Agreement") govern the provision of services by Vivo Team Consulting Inc. By engaging our services and making payment, you accept and agree to be bound by the terms outlined in this Agreement.

2. Definitions

  • "Services": The training programs, coaching sessions, assessments, and any related services provided by Vivo Team as described in Section 3.
  • "Work Product": All materials, content, reports, and deliverables developed by Vivo Team during the course of providing Services.
  • "Confidential Information": Any non-public information disclosed by one party to the other, including but not limited to business strategies, client lists, proprietary methods, conversations, recorded sessions, discoveries, and personal data.

3. Scope of Services

Vivo Team agrees to provide the following Services to the Client:

  • Training Programs: Customized group training sessions delivered via virtual platforms (e.g., Zoom), focusing on leadership development, team effectiveness, or other agreed-upon topics.
  • Coaching Sessions: Individual and group coaching sessions to enhance participant skills and performance.
  • Learning Experience Platform: Use of proprietary tools to expand knowledge throughout programs.
  • Assessments: Use of proprietary tools including the Vital Statistics Report and assessments to evaluate team dynamics, individual competencies, and other relevant metrics.
  • Technical Coordination: Collaboration with the Client's IT team to ensure participants are properly equipped for audio and video, and necessary whitelisting and bandwidth setups are in place.
  • Client Experience: Ongoing client experience support throughout the program.

Any changes to the Services must be requested in writing and approved by both parties. Adjustments may result in changes to fees or schedules, which will be documented in a written change order.

4. Term and Termination

  • Commencement:
    • This Agreement commences upon receipt of the funds noted above.
  • Duration:
    • The Agreement continues until the completion of the Services or until terminated as provided herein.
  • Termination by Notice:
    • Either party may terminate this Agreement upon thirty (30) days' prior written notice up until the midpoint.
  • Immediate Termination:
    • Either party may terminate this Agreement immediately if the other party materially breaches any term and fails to cure such breach within ten (10) days after receiving written notice.
  • Midpoint Clause:
    • Programs past the midpoint cannot be canceled.

5. Responsibilities of the Parties

5.1. Vivo Team's Responsibilities

  • Service Delivery:
    • Provide the Services in a professional and timely manner.
  • Technical Coordination:
    • Collaborate with your IT team to ensure participants are properly equipped for audio and video.
    • Ensure necessary whitelisting and bandwidth setups are in place.
  • Materials and Equipment:
    • Inform the Client of any changes required for technology; a change order will be issued if necessary.
  • Confidentiality:
    • Maintain the confidentiality of all Client information as outlined in this Agreement.

5.2. Client's Responsibilities

  • Participant Equipment:
    • Ensure all participants have a computer with a functioning webcam, headset, and easy access to Zoom meetings for training.
    • Hardware costs are borne by the Client.
  • IT Collaboration:
    • Work with Vivo Team to implement necessary technical setups.
  • Rescheduling and Cancellation:
    • Adhere to the rescheduling and cancellation policies outlined in Section 6.
  • Participant Compliance:
    • Ensure participants adhere to the policies regarding session attendance and rescheduling.
  • Confidentiality:
    • Protect the confidentiality of Vivo Team's proprietary information.
  • Use of Materials:
    • Use all materials provided by Vivo Team in accordance with the specifications provided.
    • Do not remove any copyright notices or exceed the number of authorized users.

6. Rescheduling and Cancellation Policy

  • Group Training Sessions:
    • Group training sessions will not be rescheduled.
    • The session will proceed with the number of participants who attend.
    • If a session needs to be rebooked, client will incur a fee of $1500.

  • Individual Coaching Sessions:
    • Participants may reschedule a session by notifying Vivo Team at least forty-eight (48) hours in advance.
    • Participants may reschedule a session one (1) time per coaching session in the program.
    • Sessions missed without proper notice will be forfeited.
  • Group Coaching Sessions:
    • Participants may reschedule a session by notifying Vivo Team at least forty-eight (48) hours in advance.
    • Participants may reschedule a session one (1) time per coaching session in the program.
    • These group coaching sessions can be separated for scheduling flexibility if necessary.
    • Sessions missed without proper notice will be forfeited.

7. Confidentiality

  • Mutual Obligations:
    • Both parties agree to keep confidential information strictly confidential and not disclose it to any third party without prior written consent, except as required by law.
  • Use of Confidential Information:
    • Confidential Information shall be used solely for the purposes of this Agreement.
  • Survival of Confidentiality:
    • The obligations of confidentiality survive the termination of this Agreement indefinitely.

8. Intellectual Property Rights

  • Ownership by Vivo Team:
    • Vivo Team retains ownership of all Work Products generated during the engagement.
    • Vivo Team owns the copyright in and to all materials produced during the engagement.
  • License to Client:
    • The Client is granted a non-exclusive, non-transferable, time-limited license to use customized materials specific to your company's training programs during the term of this Agreement.
    • Continued access beyond the specified training times may require additional licensing fees to be determined if relevant.
  • Client Acknowledgments:
    • You acknowledge not to remove any copyright notices or exceed the number of authorized users.
    • The materials shared throughout the program are only intended for that audience and should not be shared widely within the company.
    • Materials shall only be used in accordance with specifications provided by Vivo Team.

9. Limitation of Liability

  • "As Is" Provision:
    • The Services are provided "as is" and "where is."
  • Client Responsibility:
    • You accept responsibility for integrating the Services within your organization upon completion of the training.
  • Limitation:
    • In no event shall Vivo Team, its affiliates, or suppliers be liable for any direct, indirect, consequential, special, exemplary, incidental, or punitive damages, including economic loss or loss of profits, even if advised of such damages.
  • Liability Cap:
    • Vivo Team's total liability under this Agreement shall not exceed the amounts paid by the Client under this Agreement in the twelve (12) months immediately prior to when the liability arose.

10. Indemnification

  • Client Indemnity:
    • You agree to indemnify and hold harmless Vivo Team from any third-party claims arising out of your use of the Services or breach of this Agreement.
  • Vivo Team Indemnity:
    • Vivo Team agrees to indemnify and hold harmless the Client from any third-party claims arising out of Vivo Team's gross negligence or willful misconduct.

11. Dispute Resolution

  • Arbitration:
    • Any dispute arising under this Agreement shall be resolved exclusively through arbitration in accordance with the Arbitration Act of British Columbia, Canada.
  • Arbitration Details:
    • The arbitration shall occur before a sole arbitrator in Vancouver, British Columbia, Canada.
    • All decisions of the arbitrator shall be final and binding on both parties.

12. Governing Law

This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia, Canada, without regard to its conflict of law provisions.

13. Force Majeure

Neither party shall be liable for any failure or delay in performance due to circumstances beyond their reasonable control, including acts of God, war, terrorism, governmental actions, natural disasters, or pandemics. The affected party shall notify the other promptly and make reasonable efforts to resume performance as soon as possible.

14. Notices

  • Method of Notice:
    • All notices under this Agreement must be in writing and delivered via email with confirmation of receipt or by registered mail.

  • Deemed Receipt:
    • Notices are deemed received upon delivery if delivered in person, or upon confirmation of receipt if sent via email.

15. Entire Agreement

This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, negotiations, and communications, whether written or oral.

16. Severability

If any provision of this Agreement is found invalid or unenforceable, the remaining provisions remain in full force and effect.

17. Assignment

Neither party may assign or transfer any rights or obligations under this Agreement without prior written consent of the other party, except in the case of a merger or acquisition.

18. Waiver

Failure to enforce any right or provision of this Agreement does not constitute a waiver of future enforcement of that right or provision.

19. Headings

Headings are for reference purposes only and do not affect the interpretation of this Agreement.

20. Recording and Use of Materials

  • Participant Recording:
    • Participants are prohibited from making audio or video recordings of sessions without Vivo Team's express written permission.
  • Vivo Team's Rights:
    • Vivo Team may record sessions for quality assurance and training purposes, with prior notice to participants.
    • Vivo Team will only keep recordings for the time allowed based on all applicable data protection and privacy laws.
  • Consent:
    • By participating in the training, participants consent to the recording and use of their images and feedback for internal purposes.

21. Data Protection and Privacy

21.1. Compliance with Laws

  • Both parties agree to comply with all applicable data protection and privacy laws, including the Personal Information Protection Act (PIPA) of British Columbia and any other relevant legislation.

21.2. Collection of Personal Information

  • Vivo Team may collect personal information from participants, including names, contact details, job titles, and any other information necessary for the provision of Services.

21.3. Use of Personal Information

  • Personal information will be used solely for:
    • Delivering the Services.
    • Improving service quality.
    • Communicating with participants regarding scheduling and program details.

21.4. Disclosure of Personal Information

  • Vivo Team will not disclose personal information to third parties without the individual's consent, except as required by law or as necessary to provide the Services (e.g., collaborating with subcontractors under confidentiality obligations).

21.5. Data Security

  • Vivo Team will implement reasonable security measures to protect personal information from unauthorized access, disclosure, alteration, or destruction.

21.6. Retention of Personal Information

  • Personal information will be retained only as long as necessary to fulfill the purposes outlined or as required by law.

21.7. Access and Correction

  • Individuals may request access to their personal information and request corrections if necessary by contacting Vivo Team at info@vivoteam.com.

21.8. International Data Transfers

  • If personal information is transferred outside of Canada, Vivo Team will ensure appropriate safeguards are in place in compliance with applicable laws.

21.9. Cookies and Online Tracking

  • Vivo Team may use cookies and similar technologies on its website to enhance user experience. Users can manage cookie preferences through their browser settings.

21.10. Privacy Policy Updates

  • Vivo Team reserves the right to update its privacy practices and will notify clients of any significant changes.

22. Ethical Conduct and Compliance

  • Professional Conduct:
    • Both parties agree to conduct themselves in a manner that reflects positively on each other and adheres to ethical standards.
  • Non-Disparagement:
    • Neither party shall make false or misleading statements that could harm the other's reputation.
  • Compliance with Laws:
    • Both parties agree to comply with all applicable laws and regulations in connection with this Agreement.

23. Intellectual Property Use and Restrictions

  • Trademark Acknowledgment:
    • The Client acknowledges that Vivo Team owns all trademarks and service marks related to its Services.
  • Restrictions on Use:
    • The Client shall not use Vivo Team's trademarks, logos, or other proprietary marks without prior written consent.
  • Permission Requests:
    • Requests to use Vivo Team's intellectual property should be directed to info@vivoteam.com.

24. Changes to Terms

  • Right to Modify:
    • Vivo Team reserves the right to change, modify, add, or remove portions of these terms at any time.
  • Notification of Changes:
    • Clients will be notified of any material changes via email or a notice on our website. Continued use of the Services constitutes acceptance of the new terms.
  • Client Acceptance:
    • You are subject to the terms and conditions in force at the time you use the Services.

25. Non-Solicitation

During the term of this Agreement and for one (1) year thereafter, neither party shall, without prior written consent of the other party, solicit or hire any employee or contractor of the other party involved in providing or receiving the Services.

26. Survival

Provisions regarding confidentiality, intellectual property rights, limitation of liability, indemnification, data protection, and any other provisions that by their nature should survive termination, shall survive the termination of this Agreement.

27. Third-Party Beneficiaries

This Agreement is intended solely for the benefit of the parties and does not confer any rights upon any third party.