within the framework of contracts
between
Enablement LLC, 1021 East Lincolnway, Cheyenne, WY 82001, USA hereinafter referred to as "Provider”
and
the service recipient – hereinafter referred to as the "Client".
1.1. These General Terms and Conditions (“GTC”) govern all agreements between Enablement LLC (the “Provider”) and its clients (each, a “Client”) for coaching, consulting, agency and any related online or offline services. Any terms or conditions proposed by the Client that differ from or conflict with these GTC will not apply unless the Provider expressly accepts them in writing.
2.1. The agreement is formed when the Client signs the offer prepared by the Provider (the “Main Contract”) and the Provider confirms acceptance in writing or by e-mail.
2.2. By entering into the agreement, the Client acknowledges and accepts these General Terms and Conditions. The contract documents are retained in accordance with applicable data-protection laws.
2.3. Unless expressly stated otherwise, the governing language of the contract is English.
3.1. The Provider offers coaching, consulting, and agency (“done-for-you”) services, which may include strategy development, implementation work, and participation in seminars or training sessions delivered through multimedia, video-based, telephone, or in-person formats. Depending on the specific offer, these services may be standardized or customized. The applicable service description is set out in the Main Contract confirmed by the Client.
3.2. The Provider delivers services in the areas of business consulting, marketing, sales, and operational implementation. Unless expressly agreed otherwise in writing, the Provider does not owe the delivery of a specific work product or guaranteed result. The effectiveness of marketing, advertising, or sales measures can be estimated only on the basis of experience; the Client acknowledges that success is not guaranteed. If a separate fee is agreed for achieving a specific result, such payment constitutes a performance-based bonus. Otherwise, the Client has no entitlement to the achievement of any specific outcome.
3.3. The Client must cooperate as required under this agreement and provide all necessary information, approvals, and materials promptly upon the Provider’s request. Failure to do so constitutes a delay in performance on the part of the Client.
4.1. Until full payment of all amounts due has been received, all deliverables, materials, content, and other work results produced or provided by the Provider—including those created as part of agency (“done-for-you”) services—remain the property of the Provider. Ownership and usage rights transfer to the Client only after full payment has been made in accordance with this agreement.
5.1. All prices are net amounts, exclusive of any applicable value-added tax (VAT) or similar sales taxes.
5.2. Services shall be delivered at the times specified in the Main Contract.
5.3. Unless otherwise agreed in writing, the Client must pay the agreed fees in advance. The total fee becomes due immediately upon execution of the contract. If installment payments are agreed, the first installment is due upon contract execution, and subsequent installments every thirty (30) days thereafter.
5.4. Unless expressly agreed otherwise, all payments shall be made in U.S. dollars (USD).
6.1. The agreement remains in effect for the term specified in the Main Contract. If no term is stated, a standard initial term of three (3) months applies.
6.2. Termination without cause during the contract term is excluded.
6.3. The right of either party to terminate the agreement for good cause and without notice remains unaffected.
6.4. In the event of early termination by the Client for good cause, the Provider’s right to payment for services rendered up to that point remains unaffected. The Client may provide evidence that the Provider has incurred no loss or a materially lesser loss.
6.5. Upon expiration of the agreed term, unless otherwise specified in writing, this agreement automatically renews for successive periods equal to the original term, under the same terms, conditions, and pricing as set forth in the Main Contract.
The Client may cancel the automatic renewal by providing written notice at least thirty (30) days before the end of the current term. Cancellation takes effect at the end of the then-current contract period, and no pro-rata refunds or adjustments apply for partial periods.
If the Client does not provide such notice or request alternative arrangements in writing, the automatic renewal will proceed under the same terms and conditions as the original agreement.
7.1. The Provider shall perform the agreed services with due care and in accordance with the scope defined in the Main Contract.
7.2. Unless expressly agreed otherwise in writing, the Provider owes the performance of services—not the delivery of a specific work product or guaranteed result—regardless of whether the engagement concerns consulting, coaching, or agency (“done-for-you”) implementation services.
7.3. If the Provider is prevented from delivering the agreed services due to reasons originating in the Client’s sphere of responsibility, the Provider’s right to full remuneration remains unaffected.
7.4. Reasons attributable to the Client include, without limitation, lack of communication, delayed responses, or failure to provide necessary materials, feedback, or information in a timely manner.
7.5. The Provider may engage third parties (including but not limited to subcontractors, media partners, suppliers, freelancers, or marketing service providers) to assist in fulfilling the contract. The Provider may also engage third parties on behalf of the Client, provided that any engagement incurring significant costs is pre-approved in writing by the Client. In such cases, the contractual relationship exists directly between the Client and the third party, and the Provider shall not be liable for any acts or omissions of those third parties except as required by law.
7.6. The Provider may assign or transfer the Main Contract, including all rights and obligations arising therefrom, to any affiliated company under its control or under common control.
8.1. Instructions or change requests related to the execution of this agreement (including amendments to the project scope, timeline, or deliverables) may be issued by the Client in writing or verbally. If verbal instructions are given, the Client must confirm them in writing without delay. The Client acknowledges that such changes may result in adjustments to pricing and/or delivery timelines.
8.2. Upon receiving written confirmation of a change or instruction, the Provider shall notify the Client of any resulting modifications to scope, price, or schedule. If the Client wishes to restrict who is authorized to issue instructions on its behalf, this must be communicated to the Provider in writing. Absent such notice, the Provider may reasonably assume that all representatives or agents of the Client are authorized to issue instructions.
9.1. The Client must conduct themselves in a professional and respectful manner toward the Provider at all times. The Provider reserves the right to take legal action against any unlawful, defamatory, or misleading statements made about the Provider or its services by Clients, competitors, or third parties—including the publication of false statements of fact or defamatory criticism—under applicable civil and criminal law.
9.2. When participating in the Provider’s programs, services, or communities, the Client must behave in a commercially appropriate and cooperative manner toward both the Provider and other participants. If the Client disrupts, obstructs, or otherwise interferes with the Provider’s programs or services through unreasonable behaviour, the Provider will first issue a warning requesting that the behaviour cease. In the event of repetition, the Provider may suspend or permanently exclude the Client from participation. In such cases, the Provider’s right to full remuneration remains unaffected.
10.1. The Provider retains all intellectual property rights, including copyrights, to any materials, content, images, videos, texts, webinars, databases, and digital assets created or published by the Provider (including but not limited to materials hosted on Slack, Google Drive or other password-protected platforms). Any use, duplication, or distribution of such materials without the Provider’s prior written consent is strictly prohibited.
10.2. The Client receives a non-exclusive, non-transferable right to use the materials made available within the password-protected member area or otherwise provided by the Provider, solely for the duration of the contract term and only for the purpose of performing the contractually agreed work.
10.3. Access credentials and logins provided by the Provider are for the Client’s exclusive use during the active contract term. The Client may not share, transfer, or otherwise disclose such credentials, content, or materials to unauthorized third parties. All materials and access are for the Client’s internal business use only and may not be used to develop competing services or offerings.
10.4. In the event of unauthorized sharing, distribution, or commercial use of the Provider’s intellectual property—particularly by competing service providers—the Client agrees to compensate the Provider for damages, calculated based on:
(a) The retail value of the unauthorized access or material,
(b) The number of unauthorized users or instances of access,
(c) The duration of unauthorized use,
(d) Costs incurred in investigating and remedying the breach, and
(e) Any lost revenue or competitive harm suffered by the Provider.
10.5. By using the Provider’s platforms, the Client agrees that the Provider may analyze user behavior and collect technical data (including IP and MAC addresses) for legitimate business purposes, such as ensuring platform security and improving service delivery, in accordance with applicable data-protection laws.
10.6. Any violation of the Provider’s trade secrets, proprietary information, or copyrights may be pursued under civil and criminal law.
10.7. The Client receives no rights of use in relation to advertising materials, campaigns, or communications published by the Provider (including content shared on websites, groups, or Slack channels) unless expressly authorized in writing.
11.1. The Client may not use or reference the Provider’s company name, trademarks, or logos for any purpose without the Provider’s prior written consent.
11.2. If the Client is satisfied with the cooperation and the results achieved, the Client agrees to reasonably support the Provider in preparing a testimonial (in text and/or video format) or case study. Any such testimonial or case study may be used by the Provider, together with the Client’s name, logo, and brand, in marketing and sales materials—including websites, presentations, and social media—for promotional purposes.
12.1. Both parties agree to keep all non-public business, technical, or financial information obtained during the course of cooperation strictly confidential, even after termination of this agreement. This obligation does not apply to information that(a) is or becomes publicly available through no breach of this agreement,(b) was lawfully known to the receiving party before disclosure, or(c) is lawfully received from a third party without a duty of confidentiality.
12.2. Work results that the Provider or the Client are entitled to use under this agreement are not considered confidential.
12.3. Any separate non-disclosure agreement executed between the parties prior to or alongside this contract shall form an integral part of these confidentiality provisions.
13.1. Protecting personal data is a top priority for the Provider. Details regarding the collection, storage, and processing of personal data, as well as the rights of data subjects, are set out in the Provider’s Privacy Policy. The Client confirms that they have reviewed and accepted these provisions before using the Provider’s services.
13.2. The Client grants the Provider and its affiliated companies a revocable consent to be contacted by means of electronic or remote communication (including e-mail, SMS, telephone, or messenger services). The Client may withdraw or limit this consent at any time by notifying the Provider in writing and specifying which contact methods should no longer be used.
13.3. The Client also grants a revocable consent for the Provider to store and process personal data submitted by the Client, including the use of cookies and analytics tools within the Provider’s services. The Client acknowledges that such data may be processed and transmitted, including to third-party service providers located outside the EU/EEA, for purposes of service delivery, marketing, and performance improvement, all in accordance with applicable data-protection laws.
14.1. The Provider shall invoice the Client for the agreed remuneration, which may be paid via bank transfer or other approved payment methods. If the Client chooses to pay by credit card instead of bank transfer, a processing fee of three percent (3%) will be applied.
14.2. Unless otherwise agreed in writing, all payments must be made in U.S. dollars (USD).
14.3. Payment is due immediately upon execution of the contract. If installment payments have been agreed, the first installment is due upon contract execution, and subsequent installments are due every thirty (30) days thereafter. Installment payments made by credit card are exempt from the processing fee specified in Clause 14.1.
14.4. If a payment deadline determined by the calendar is missed, the Client is automatically in default without further notice. In such cases, default interest of five percent (5%) per annum applies.
14.5. The obligation to pay default interest does not limit the Provider’s right to claim additional damages or recovery of collection costs arising from the Client’s delay.
15.1. The Provider is liable for material defects in accordance with the applicable statutory provisions.
15.2. Any additional warranties or guarantees for deliverables or services provided by the Provider exist only if such warranties are expressly stated in the Main Contract for the specific item or service.
16.1. The Client acknowledges that the Provider cannot be held liable for any damages, losses, penalties, or other negative consequences arising from the Client’s use of the Provider’s consulting, coaching, or agency (“done-for-you”) services or from the implementation of any strategies, tools, or recommendation
16.2. Notwithstanding the foregoing, in cases involving a breach of material contractual obligations, the Provider’s liability is limited to the foreseeable damages typical for this type of agreement, provided such damages result from simple negligence. This limitation does not apply to claims arising from injury to life, body, or health.
16.3. “Material contractual obligations” are those essential obligations whose fulfilment is necessary for the proper performance of the agreement and upon which the Client regularly relies.
16.4. The above limitations of liability extend to the Provider’s legal representatives, employees, and subcontractors, to the extent that claims are made directly against them.
16.5. The limitation in Clause 16.2 does not apply if the Provider has fraudulently concealed a defect or expressly guaranteed the quality or outcome of a service. The same applies to any individual written agreement between the Provider and the Client regarding specific quality assurances.
16.6. The Client is solely responsible for ensuring compliance with all applicable laws, regulations, and industry standards when using the Provider’s services, tools, or deliverables. The Provider’s services do not constitute legal or regulatory advice, and the Client agrees to seek independent professional counsel as necessary.
16.7. Under no circumstances shall the Provider be liable for any indirect, incidental, consequential, or punitive damages, including (without limitation) loss of profits, data, use, goodwill, or other intangible losses resulting from the Client’s use or inability to use the Provider’s services, tools, or implementations.
17.1. As the Provider’s services consist of individualized consulting, coaching, and agency (“done-for-you”) work that begins immediately upon contract execution, the Client generally has no statutory right of withdrawal or revocation.
17.2. The Provider may, at its sole discretion, allow a withdrawal or cancellation in individual cases on fair and reasonable terms, provided such withdrawal is requested in writing before the substantial commencement of service delivery.
18.1. The Client agrees that, during the term of this agreement and for a period of twelve (12) months following its termination, they will not directly or indirectly solicit, hire, or engage any employee, contractor, or representative of the Provider without the Provider’s prior written consent. Indirect solicitation includes, but is not limited to, such actions conducted through affiliated companies or third parties.
18.2. In the event of a breach of this clause, the Client shall compensate the Provider for the actual costs incurred in recruiting, hiring, and training a replacement, including—without limitation—recruitment agency fees, advertising expenses, onboarding, and training costs. The Provider reserves the right to claim additional damages if the actual loss exceeds these costs.
19.1. This agreement and all related contracts between the Client and the Provider are governed exclusively by the laws of the State of Wyoming, USA. The application of international private law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded, as this agreement concerns the provision of services rather than the sale of goods.
19.2. The exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is the Provider’s registered office in Cheyenne, Wyoming, USA.
19.3. If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid or unenforceable provision shall be replaced with a valid provision that most closely reflects the economic intent of the parties. The same applies if the agreement is found to contain an omission.
Version: 24.06.2025
