CLIENT AGREEMENT:

PURPOSE  

The purpose of this Fertility Consultant Client Agreement (“Agreement”) is to set out the expectations for what it will be like for the Parties to work together. For mutual consideration, the receipt and sufficiency of which is acknowledged, the Parties agree to the terms and conditions set out below.  

By signing this Agreement, Client confirms that they have read, understood and agreed to accept all of the terms and conditions in this Agreement.

If you have any questions in regard to this agreement, please contact Sara Celik by e-mail

at [email protected]  

TERMS OF AGREEMENT  

Services Consultant may provide Client with the following services as part of the fertility consulting services (collectively, “Services”):

 Health consulting and coaching specifically to support fertility health

 Mindset coaching, group coaching, text messaging, voice notes, and meditation recordings

 Guidance on lab work, supplements, and fertility care

 Using other natural therapies to balance hormones and support better fertility health

Term

Consultant may provide the Services beginning on the date the parties entered into this agreement and continue until Services are completed (“Term”) according to the agreement/program purchased or enrolled in.  

Late Arrivals

Client is expected to arrive on-time for appointments, meetings, or group coaching sessions. Consultant will provide a ten (10) minute grace period for Client to arrive and Consultant may refuse attendance if Client is later than the grace period with no refund provided.  

Client Behaviour

It is expected that Client will be respectful and cooperative towards Consultant, both during the sessions, as well as in any online, public or private forums included as part of the Services. If at any time Consultant, in their sole discretion, determines that Client is not acting in accordance with these expectations, Consultant may terminate this Agreement without refund.

PAYMENT  

Fees In exchange for the Services, the agreed upon fees must be paid plus all applicable sales taxes (“Fee”). The Fee is payable in CAD or US Dollars. The Fee is subject to change with Consultant’s advanced written notice to Client.  

Payment Method

Clients are required to provide their credit card information and pay at the time of booking with Consultant using a secure third-party platform to collect payments.

Credit Card Authorization

Client acknowledges and authorizes Consultant to automatically charge their credit card for all payments owing under this Agreement. Client authorizes Consultant to charge all payments to Client’s credit card at the time payment is due and no separate authorization is required. If Client cancels or replaces credit card, Client must immediately provide Consultant with new credit card information.  

No Chargebacks

Client acknowledges and agrees that the terms of this Agreement and Sara Celik’s termination and refund policies supersede the terms of use and refund policies of any third-party payment processor used by Consultant. Client will be responsible for any fees, including legal fees, incurred by Sara Celik as a result of recouping payments owing under this Agreement.  

RESCHEDULING, CANCELLATION AND REFUNDS  

Changes to Schedule

The Consultant may be required to make changes to the scheduled consulting visits or meetings from time to time. In the event of any schedule change, Consultant will provide as much notice as possible to Client.  

Rescheduling

Client must reschedule any Services by notifying Consultant in writing at least forty-eight (48) hour prior to the scheduled appointment. If less notice is given, Client may be subject to a cancellation fee at the sole discretion of Consultant.  

Cancellation

Either Party may cancel this Agreement, and the Party who wishes to cancel will provide written notice to the other Party.  

Refunds

Client is not entitled to any refund of any amounts paid to Consultant. Consultant may provide a refund in limited cases where it deems, in its sole discretion, to be appropriate and in an amount to be determined by Consultant on a case by case basis.  

Termination of Agreement

This Agreement will end when Client has paid the Fee in full to Consultant and Consultant has performed the Services as set out in this Agreement. Any provisions that survive the termination of this Agreement will remain in full force.  

CONFIDENTIALITY AND PRIVACY  

Confidentiality and Non-Disclosure

The Parties acknowledge that during the Term, certain confidential information may be disclosed to the other Party, either orally or in writing. For the purpose of this Agreement, “Confidential Information” means information that is of value and is treated as confidential and proprietary by its owner, and includes, but is not limited to, health information and records, personal information, financial data, personal data, medical history and the contents of this Agreement (“Confidential Information”). Client and Consultant each agree not to share or disclose to any other person or entity or use the Confidential Information without the express written consent of the other Party, when the disclosure is necessary to carry out their duties under this Agreement or as required by law. At the end of the Term or early cancellation of this Agreement, each Party will return all Confidential Information to the other, and will remain bound by their duty of confidentiality to the other. This means that both Parties are obligated to keep the Confidential Information private and safeguarded, even after the Services and consulting relationship has ended.  

Privacy Policy

Consultant may collect personal information during the Term, including Client name, address, email address, phone number, billing information, financial information, medical history, current medications and supplements, diet recall, current medical status or other personal information (“Personal Information”). By providing any Personal Information to Consultant, Client consents and grants Consultant permission to use and store such information in order to facilitate the Services. Client acknowledges and consents to the use of technology, telephones, e-mails, applications and third-party platforms that use video and audio, such as but not limited to, Jane Video Call, Google Workspace, Zoom and third-party payment providers to be used by Consultant in order to deliver the Services. Client confirms Consultant is not responsible for the terms and policies of any third-party platforms and it is Client’s responsibility to review third-party privacy policies and terms and conditions.  

INTELLECTUAL PROPERTY  

Ownership and Use of Materials

Client acknowledges that all content and materials used and distributed in providing the Services, including any content or resources on Consultant’s website, social media platforms and member portal (if applicable) belongs exclusively to Consultant, the sole copyright owner of the original materials, unless stated otherwise. By receiving any unique and original materials from Consultant as part of the Services, client is strictly prohibited from reproducing or distributing any part of the written, video, audio and digital materials or sharing them with others without Consultant’s explicit permission to do so. All of Consultant's intellectual property, including copyrighted materials and trademarks, shall remain the sole property of Consultant.  

Recordings

Client shall not capture any of the consulting sessions in any way, including but not limited to video recording, photography, voice recording or screen shots. Any recordings provided by Consultant will be for Client’s own use only and Client agrees they will not duplicate or share the recordings with any other person. Recordings of group sessions will be available to future members, however only the audio component will be shared to protect the client's privacy.

Testimonials

Any testimonials that you willingly share with Consultant whether video or written may be used in FertilityND's marketing material which may include but is not limited to our website (fertilitynd.com), social media, or email marketing.

Private Online Community

Client agrees that they are using the private online community by choice and anything that they post or share could be viewed by others. Client may change their name under the settings tab to protect their identity.

RELEASE, INDEMNITY AND WAIVER  - PLEASE READ CAREFULLY.

It is important Client fully understands that there are risks associated with the Services, and ask questions as needed. Client acknowledges and understands that they are waiving certain legal rights by signing this Agreement.  

Risks

Client acknowledges there are certain risks associated with Consultant providing the Services. Certain Clients may have allergic or other adverse reactions to certain foods, supplements or herbs. Risks from changes in diet may result in physical discomfort, pain or other unwanted symptoms. Client must inform Consultant of any and all allergies, history of eating disorders, and other adverse reactions to changes in diet. Client must also inform Consultant of all medications and supplements that they are currently taking. Should Client have any concerns or doubts about ability to participate or receive Consultant’s Services, Client will contact Consultant immediately to inform them of any concerns and/or seek professional medical advice immediately where needed.  

Medical Disclaimer

Client acknowledges that Sara Celik is providing fertility consulting/coaching Services, however the Parties are not entering into a patient-healthcare-provider relationship. Consultant is not acting in the capacity of a regulated healthcare provider or Naturopathic Doctor. Client specifically acknowledges that Consultant is not diagnosing or treating any illness or disease or prescribing any medications. Client confirms they are in good physical and mental health, sufficient to participate in the Services, and has consulted with their physician or other health care provider prior to participating in the Services. Client understands that the Services are not a substitute for counselling, psychotherapy, fertility treatments, fertility care, or other care provided by healthcare professionals and will not use it in place of any form of diagnosis, treatment or therapy.  

No Warranty

Client acknowledges Consultant makes no guarantee that the Services will lead to any specific Client goal, health success or particular results such as pregnancy and Consultant makes no promise that each Client will experience the same or similar results. Materials displayed on the website and Consultant Services are provided without any warranties as to its accuracy. Client acknowledges that the Services and materials provided are provided without any guarantees or express or implied warranties of any kind.  

Voluntary Assumption of Risk

Client acknowledges and agrees that they are fully aware of the risks associated with the Services. Client’s signature at the bottom of this Agreement and voluntary engagement of the Services is evidence of Client’s understanding and assumption of the risks. Client understands and agrees that they are fully responsible for their own physical, mental and emotional well-being during consulting visits and group sessions. Client confirms they have full capacity and are the age of majority in their jurisdiction of residence to enter into this Agreement.  

Release, Waiver, and Indemnity

Client releases, indemnifies and saves harmless Consultant, its directors, officers, agents, employees, contractors, volunteers, heirs, executors, administrators, successors, and assigns (collectively, “Released Parties”) from any and all liability and damages arising from the Services, including financial damages or personal injuries, however caused, including negligence, during Client’s engagement of Consultant for the Services. Client further agrees to forfeit all forms of legal recourse which may be available to Client, including but not limited to any form of damages, costs, losses or expenses as a result of the Services. Client acknowledges this release of liability is binding on Client’s heirs, executors and anyone else who may be able to bring a legal action on Client’s behalf in the future. This clause survives the expiration or early termination of this Agreement.  

Limitation of Liability

In the event Consultant is found liable for any reason for damages arising directly or indirectly from this Agreement, liability will be limited to the greatest extent possible in the governing jurisdiction and in no case exceed the Fee paid by Client to Consultant.  

GENERAL

Good Faith

Each Party agrees it has acted in good faith and will continue to do so during the Term of this Agreement. This extends to good faith during any dispute resolution process.  

Governing Law and Jurisdiction

This Agreement is governed by and interpreted in accordance with the laws of Ontario and the federal laws of Canada where applicable. Any disputes arising directly or indirectly from this Agreement will be submitted and heard exclusively in the courts of Toronto, Ontario.  

Relationship of Parties

Nothing in this Agreement shall be understood to create an employment, joint venture or partnership relationship between Consultant and Client. The relationship is strictly that of Consultant delivering the Services as a service provider. Further, the relationship does not extend to any relationship beyond the Services.  

Third Party Authorization

Consultant is permitted to hire, in her sole discretion, assistants, employees or third-party contractors to assist in delivering the Services.  

Dispute Resolution

In the event any dispute arises between the Parties in relation to this Agreement or a breach of this Agreement and the dispute is not resolved by negotiation, the Parties agree to submit the dispute for mediation prior to pursuing any other available remedy in relation to the dispute. The Parties may agree to virtual mediation, when available.  

Force Majeure

Neither Party will be responsible for delays resulting from causes beyond their reasonable control, including without limitation fire, explosion, floods, storms, pandemics, state of emergency, hazardous situations, war, strike, or riot, and either Party may choose to excuse themselves from further performance of their obligations under this Agreement if such occurrence materially affects the performance of Services. The Party relying on Force Majeure will give the other Party reasonable notice of their desire to terminate or suspend the Services. Notwithstanding, all payments owing for Services will remain due and payable with such amount to be determined by Consultant.  

Notice

Any notice to be given under this Agreement must be directed to the other Party using the contact information first set out above or as may otherwise be directed (“Notice”). For the purposes of this Agreement, e-mail will be considered sufficient for delivery of Notice. Notice will be deemed to be delivered on the date and time when the Notice is sent.  

Assignment

This Agreement may not be assigned to any other party except with the express written consent of the other Party.  

Severability

If any of the provisions of this Agreement are found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not, to the extent permitted by law, in any way be affected and will remain enforceable.  

Waiver of Breach

The waiver by one Party of any breach of this Agreement by the other Party will not be taken to be a waiver of any future breaches by the breaching Party. The non-breaching Party reserves the right to exercise or enforce their rights at a later date.  

Full Agreement

This Agreement constitutes the full agreement between the Parties and supersedes any prior negotiation, understanding or Agreement between the Parties, whether oral or written, on the matters contained in this Agreement.  

Amendments

The Parties may only amend this Agreement by mutual written agreement.  

Survival

Any term of this Agreement which addresses performance or observance following the early termination or expiration of this Agreement shall survive and will continue to be in full force and effect. All things considered confidential during the Term will survive and always remain confidential.