Terms and Conditions

1. Terms

By accessing this website, you are agreeing to be bound by these website Terms and Conditions of Use, all applicable laws, and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

2. Use License

  1. Permission is granted to temporarily download one copy of the materials (information or software) on Nicole Denise Phillip’s website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license, you may not:
    • Modify or copy the materials;
    • Use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
    • Attempt to decompile or reverse engineer any software contained on Nicole Denise Phillip’s website;
    • Remove any copyright or other proprietary notations from the materials; or
    • Transfer the materials to another person or “mirror” the materials on any other server.
  2. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Nicole Denise Phillip at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

The materials on Nicole Denise Phillip’s website are provided “as is”. Nicole Denise Phillip makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Nicole Denise Phillip does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet website or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall Nicole Denise Phillip or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption,) arising out of the use or inability to use the materials on Nicole Denise Phillip’s Internet site, even if Nicole Denise Phillip or a Nicole Denise Phillip authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata

The materials appearing on Nicole Denise Phillip’s website could include technical, typographical, or photographic errors. Nicole Denise Phillip does not warrant that any of the materials on its website are accurate, complete, or current. Nicole Denise Phillip may make changes to the materials contained on its website at any time without notice. Nicole Denise Phillip does not, however, make any commitment to update the materials.

6. Links

Nicole Denise Phillip has not reviewed all of the sites linked to its Internet website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Nicole Denise Phillip of the site. Use of any such linked website is at the user’s own risk.

7. Site Terms of Use Modifications

Nicole Denise Phillip may revise these terms of use for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

8. Governing Law

Any claim relating to Nicole Denise Phillip’s website shall be governed by the laws of the State of Florida without regard to its conflict of law provisions.

9. Payment Terms

PARTIES AGREE THAT THE SERVICES TO BE RENDERED ARE IN THE NATURE OF BUSINESS CONSULTING AND EDUCATION. CLIENT HAS INDEPENDENTLY EVALUATED ITS ABILITY TO PAY the Fee and verifies Client’s ability to pay. The client represents such Fee is not unduly burdensome. Upon execution of this Agreement, Client shall be responsible for full payment of the annual contractual Fee agreed to herein, regardless of whether Client completes all services offered by Nicole Denise Phillip. Nicole Denise Phillip shall not be obligated to invoice the Client for payments. Nicole Denise Phillip will provide the Client with payment receipts that will be sent via email to the email address of record. The client’s acceptance of this agreement represents the Client’s authorization of all charges set forth in this Agreement on the dates set forth herein. Even in the event that Client terminates services prior to the completion of the services, Client shall remain responsible for the entire annual program set forth herein, which will become due immediately upon Client’s early termination of Nicole Denise Phillip’s services. The client acknowledges that, in the event of non-payment of fees when due, the Client shall be responsible for all costs of collection, including reasonable attorney’s fees and court costs as well as arbitration cost, and that any unpaid fees will be subject to collection. The client acknowledges that if the Client’s payments are more than fifteen (15) days in arrears, the Client’s membership privileges will be suspended and the entire Fee set forth herein will become due immediately.

10. Chargebacks And Payment Security

To the extent that Client provides Nicole Denise Phillip with Credit Card(s) information for payment on Client’s account, Nicole Denise Phillip shall be authorized to charge Client’s Credit Card(s) for any unpaid charges, including late payment fees on the dates set forth herein. Nicole Denise Phillip shall be authorized to make all charges at the time they are due. A separate authorization for each payment is not required. The client shall not make any chargebacks to Nicole Denise Phillip’s account or cancel the credit card that is provided as security without Nicole Denise Phillip’s prior written consent and without making alternate arrangements with Nicole Denise Phillip for provision of payment as described in Paragraph 2, herein. The client is responsible for any fees associated with recouping payment on chargebacks and any collection fees, including any associated attorney’s fees, court costs, or arbitration fees and costs, incurred as a result of chargebacks. The client acknowledges that failure to comply with this paragraph will constitute a material breach of this agreement and Nicole Denise Phillip may, in its sole and absolute discretion, terminate services provided hereunder. In such an event, the Client will not receive a refund for any amounts paid to date and all outstanding amounts will immediately become due and payable by Client.

11. Late Fees

Nicole Denise Phillip shall charge a late fee for all balances that are not paid within 5 days of the due date by the Client in the amount of 1% of any amount past due or $35.00 whichever is larger. Any credit card charges that are declined are subject to a $25 fee.

12. Limitation Of Liability

By using Nicole Denise Phillip’s services and enrolling in the Program, the Client releases Nicole Denise Phillip, officers, employers, employees, directors, related entities, trustees, affiliates, successors and assigns from any and all damages that may result from the performance of the services described in or referenced Paragraph 2 or Exhibit A herein. The Program is only an educational and/or business consulting service. The client accepts any and all risks, whether foreseeable or unforeseeable, arising from the performance of the services as described herein. The client will not hold Nicole Denise Phillip responsible for, nor will Client pursue, incidental, special, consequential, punitive, or exemplary damages arising from the provision of Nicole Denise Phillip’s services hereunder. The client agrees that the use of Nicole Denise Phillip’s services and enrollment in this Program is at the Client’s own risk. In any event, Nicole Denise Phillip’s liability to Client or to any third party shall be limited to the lesser of (a) the total fees Client paid to Nicole Denise Phillip in the one month prior to the action giving rise to the liability and/or (b) $1,000.

13. Disclaimer Of Guarantee 

The client acknowledges that Nicole Denise Phillip makes no guarantees regarding the outcome of the services that Nicole Denise Phillip provides or from the Client’s participation in the Program. The client accepts and agrees that the Client is entirely responsible for its progress and results. Nicole Denise Phillip makes no representations or guarantees verbally or in writing regarding the performance of this Agreement other than those specifically enumerated herein. The client accepts that, due to the nature of services provided hereunder, the results experienced by different clients may vary significantly. The client accepts responsibility for such variance. Nicole Denise Phillip and its affiliates disclaim implied warranties of merchantability and fitness for a particular purpose.

14. Termination

In the event of failure by Client to pay any amounts when they become due or any other default of this agreement by Client, all payments due hereunder shall become immediately due and payable. Nicole Denise Phillip may, in its discretion, immediately terminate providing further services to the Client and begin collection measures, as Nicole Denise Phillip sees fit. In the event that Client is in arrears of payments due to Nicole Denise Phillip, Client shall be barred from using any of Nicole Denise Phillip’s services/programs/materials and Client’s participation in all aspects of the Program will be suspended until payments are brought current by Client. The client may be suspended for late payments being fifteen (15) days or more past due or three (3) times during the course of the Program before forfeiting its benefits hereunder and being terminated from the Program. In the event of such termination, Client shall not be entitled to recoup any amounts paid and all outstanding amounts due hereunder become due and payable immediately. The client agrees that it is responsible for all costs of collection, including reasonable attorney’s fees and court costs, incurred as a result of the Client’s failure to pay as described herein.

15. Confidentiality

Confidential Information includes but is not limited to, information and materials disclosed or provided in connection with this agreement. Confidential information shall not include information that (a) is now or subsequently becomes generally available to the public; (b) the Nicole Denise Phillip or Client had rightful possession of prior to the disclosure of such information by the disclosing party; and/or (c) the Nicole Denise Phillip or Client rightfully obtains from a third party. Parties agree not to disclose, reveal or make use of any Confidential Information learned of through provision of services pursuant to this agreement, during discussions, coaching sessions, or otherwise without the express written consent of the disclosing party. Both Client and Nicole Denise Phillip shall keep the Confidential Information of the other in the strictest confidence and shall use their best efforts to safeguard the disclosing party’s Confidential Information and to protect it against disclosure, misuse, loss, and theft. To the extent that the Client participates in group-coaching events or interacts with other clients, the Client agrees information received by the Client about other Nicole Denise Phillip clients’ business or personal matters shall be considered Confidential Information and not be disclosed without the prior written consent of the disclosing party.

16. Non-Disparagement 

The Parties agree that in no event will either party engage in any conduct or communications, public or private, designed to disparage the other.

17. Indemnification 

Client shall indemnify, defend and hold harmless Nicole Denise Phillip, Nicole Denise Phillip’s officers, employers, employees, directors, related entities, trustees, affiliates, and successors from and against any and all liabilities and expense whatsoever – including without limitation, claims, damages, judgments, awards, settlements, investigations, costs, attorneys fees, and disbursements – which any of them may incur or become obligated to pay arising out of or resulting from the offering sale, the sale, and/or use of the product(s), excluding, however, any such expenses and liabilities which may result from a breach of this Agreement or sole negligence or willful misconduct by Nicole Denise Phillip, or any of its shareholders, trustees, affiliates or successors. Nicole Denise Phillip recognizes and agrees that all of Nicole Denise Phillip’s shareholders, trustees, affiliates, and successors shall not be held personally responsible or liable for any actions or representations of Nicole Denise Phillip.

CONTROLLING AGREEMENT. In the event of any conflict between the provisions contained in this agreement and any marketing materials used by Nicole Denise Phillip or representations by Nicole Denise Phillip’s employees or agents, the provisions contained in this agreement shall be controlled.

18. Disclaimer

The Program consultants are not qualified to provide legal, tax accounting, or financial planning advice, and the information they provide is not intended as such. By signing below, you agree that you will refer all legal, tax, accounting, and financial planning questions which may arise to qualified professionals.

19. Choice Of Law/Venue

This agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any principles of conflicts of law. The Parties hereto specifically agree that any and all actions to enforce this Agreement or arising out of or related to this Agreement shall and must be brought in Hillsborough County, Florida. Each party agrees that Hillsborough County, Florida shall be the exclusive venue of any action or legal proceeding arising out of this Agreement and brought by either party to this Agreement. Each party hereto hereby consents to personal jurisdiction in Hillsborough County, Florida, and acknowledges that venue is proper in Hillsborough County, Florida, and waives any objection that may exist now or in the future with respect to jurisdiction, governing law, and venue as set forth in this paragraph.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, and understandings, oral or written. This Agreement may be modified only by an instrument in writing duly executed by both parties.

21. Survivability

The proprietary rights, non-disparagement, and confidentiality provisions, and any provisions relating to the payment of sums owed set forth in this agreement, shall survive the termination of this agreement, irrespective of the cause of such termination.

22. Severability 

In the event that any of the provisions contained in this agreement, or any part thereof, are hereafter construed by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this agreement shall remain in full force and effect.

DESIGN PROCESS & TIMELINES

Time is money and our desire is to get you launched powerfully into the market as quickly as possible. Once this proposal is approved, we’ll discuss timeline details with dates and milestones.

Please note that our typical timeline is expected to be 3-6 months for a FULL branding process.

Branding MUST be completed prior to the end of our engagement.

CLIENT RESPONSIBILITIES

For the solution listed in this proposal, assumptions are made that client will:

  • Provide photography, videos, and images in a high-resolution format as applicable on or before the date requested.
  • Provide all copies necessary to complete the website as outlined in your Site Architecture on or before the date requested.
  • Installation of all back-end technology (ie Infusionsoft). Programs will be integrated into the final website by the coder.
  • Adhere to the production schedule that will be provided by your account manager including, but not limited to, completion of copy, providing

logins, and providing necessary items to complete your project on or before the date requested.

  • Be responsive and cooperative throughout the project
  • Adhere to all payment due dates

FOR DESIGN WORK:

Upon receipt of each draft, the client has two business days to provide feedback or approval (unless otherwise specified). If feedback or extension request is not received within two business days, the project element will be considered complete and an invoice will be sent.

If changes are required after the feedback period has elapsed, change orders can be requested for a fee. They will be made to client satisfaction (up to two rounds of revisions, within scope). Additional revisions can be provided for a fee in accordance with the pricing schedule.

FOR PRINT WORK: 

Nicole Denise Phillip does manage the printing of your business card to ensure it is in alignment with your brand. The cost of printing is your responsibility. Nicole Denise Phillip is not responsible for printing errors. You will sign off on the final elements before printing commences. You have 48 hours from the time you receive your business card to notify us of any mistakes or issues.

FONTS:

Nicole Denise Phillip does not limit font designs to “free fonts.” You may need to purchase your font in order to reproduce items within your brand after your launch.

FOR CODING: 

We do not cover the cost of coding. However, we do have coders on staff for your convenience. To ensure that you receive the best product, we require you to use our coding services and you must prepay for the entire amount prior to the site going to coding.

ADDITIONAL EXPENSES: 

Depending on your specific type of business and or your preference, there will be additional expenses necessary to complete your branding process which may include (but are not limited to): printing costs, photographer and videographer services, copywriting, technology consulting (i.e. Infusionsoft) or integration of other third-party solutions such as Kajabi, Clickfunnels, Thickific and so on.

FOR ADDITIONAL COLLATERAL MATERIAL AND ALL IBA CATALOGUE PROJECTS: 

You must prepay for the entire amount prior to beginning work unless other payment terms have been negotiated.