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Smart Career System

Terms & Conditions for Coaches and Coach Admins

Draft note: This document was drafted for review by a Florida-licensed attorney (and local counsel in each target country); it must not be published in production without that review and approval. Bracketed items are placeholders to be confirmed. "Review notes" are internal and must be removed before publishing.

In short

Clauses (EN)

  1. Parties, purpose & acceptance. Between [SOCIEDAD TITULAR A CONFIRMAR · OWNER ENTITY TBC (US)], operator of Smart Career System ("we"), and the person approved as coach or appointed as coach admin ("Coach"), governing career and employability coaching services to members through the platform. Accepted electronically when activating the account (coach profile step) and again whenever the version changes, constituting a valid electronic signature (US E-SIGN Act; Florida UETA, Fla. Stat. §668.50; equivalent local laws); version, date, time and IP are recorded. The Privacy Policy, Coaching & AI Disclaimer, Security & Incident Policy and the current fee scheme or commercial agreement form part of it.
  2. Requirements. 18+; coaching training or proven career-guidance/HR/talent experience; completion of the Smart Career System methodology certification; fluency in the language of service; credential and reference checks; keep data and credentials up to date. 2 bis. Sworn statement & professional profile. The Coach declares under oath, with a copy of their ID, that all information and documents provided are true and their own, and keeps them updated. Any falsehood or irregularity is grounds for immediate termination and non-payment of related pending fees, without prejudice to legal action.
  3. Independent provider. The Coach is an independent contractor, certified in the Smart Career System methodology as a Career and Employability Coach, and remains an independent provider at all times: (a) no employment, partnership, mandate, agency or franchise; (b) the Coach organises their own means and availability, which they publish; (c) the Coach alone is responsible for their taxes, social contributions, insurance, licences and professional registrations; (d) no exclusivity unless agreed in writing, subject to confidentiality and non-solicitation; (e) no authority to bind Smart Career System or act on its behalf; (f) we do not control the manner or means of the work beyond the methodology's quality standards and rules needed to protect members and their data; (g) the Coach sets their own schedule through the availability they publish and may decline assignments; (h) the Coach uses their own equipment, connection and workspace and bears their own expenses; (i) no employee benefits (health insurance, paid leave, retirement, unemployment or workers' compensation); (j) the Coach provides tax documentation: Form W-9 if a US person or Form W-8BEN / W-8BEN-E otherwise, plus local tax registration; we may issue Form 1099 where applicable. (Review note: IRS common-law control factors and Florida law — Fla. Stat. §440.02(15)(d) for workers' compensation and §443.1216 for reemployment tax.) (Review note: misclassification tests vary by country — Argentina LCT arts. 21–23 and Law 27,742; Mexico LFT art. 20 and platform reform; Spain ET/TRADE; UK worker status; US ABC/AB5 and state tests.)
  4. Certification & methodology licence. While this agreement is in force and the Coach remains certified, we grant a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to use the methodology, modules, tools, materials and certification title solely to serve members assigned through the platform. The methodology, software, content, marks and improvements (including those suggested by the Coach) remain the property of [SOCIEDAD TITULAR A CONFIRMAR · OWNER ENTITY TBC (US)] or its licensors. No copying, adapting, teaching, reselling or using the methodology or brand outside the platform, and no derivative or competing products. The licence ends automatically on termination or loss of certification. The Coach keeps prior methods and materials and grants a non-exclusive, royalty-free licence for own content uploaded while published, warranting their rights.
  5. Professional standards & ethics. Comply with the Smart Career System code of ethics and that of the Coach's reference body (e.g., ICF, EMCC, AC); no acting as psychologist, therapist, physician or legal/financial/immigration adviser, no diagnosis or treatment; referral per protocol in case of risk; respect member autonomy; no discrimination or harassment; no promises of jobs, promotions or income; disclose conflicts of interest; no significant payments or gifts from members.
  6. Confidentiality. Everything obtained in or around the coaching relationship is confidential during and indefinitely after the agreement, except with member consent, legal obligation or court order, or imminent risk, as disclosed to the member. Never share individual content with clients (contracting companies): they only receive aggregated, anonymous platform reports. Our business, technical and methodological information is also confidential.
  7. Access to member information & data protection. (a) The Coach acts as an authorised user processing member data under the authority and instructions of [SOCIEDAD TITULAR A CONFIRMAR · OWNER ENTITY TBC (US)], only to provide the service. (Review note: if the Coach uses own means or retains data, treat as processor with a DPA.) (b) Access scopes: the assigned coach always sees the summaries or closings of each topic; internal topic/module content (answers, reflections, activities, private notes) is available only through an in-platform access request approved by the member, within the approved parts and period. The member may revoke access at any time and the Coach must respect it immediately. (c) No exporting, copying, photographing, downloading, forwarding or storing member data outside the platform, no external AI tools, no attempts to access data beyond granted scopes. (d) Report any incident or suspected unauthorised access to [SECURITY EMAIL] within 24 h, cooperate with investigations and data-subject requests, and delete residual data at termination.
  8. Cybersecurity. (a) Enable and keep multi-factor authentication (MFA); (b) unique password, no account sharing; (c) devices with screen lock, updated OS/browser and malware protection; (d) caution on untrusted public devices or networks; (e) sign out of shared devices; (f) immediately report lost devices, phishing or incidents. We apply reasonable security measures but cannot guarantee absolute security and, to the maximum extent permitted by law, are not liable for unforeseeable incidents or events beyond our reasonable control.
  9. Sessions. (a) Punctuality and agreed duration. (b) 24-hour rule: the Coach may reschedule with at least 24 h notice without penalty to the member. (c) Late cancellation or no-show by the Coach: the session is made up for the member free of charge and not paid; two unjustified no-shows in 90 days allow suspension. (d) Member reschedules with less than 24 h notice are handled as lost sessions under the member terms. (e) No recording without the member's prior express consent; consented recordings are stored only in the platform. (f) Sessions are scheduled and held through platform channels. (g) If a member may be under 18, stop sessions and report to [SUPPORT EMAIL].
  10. Platform tools & AI. Use the platform methodology and tools; own resources may complement them provided no data leaves the platform. AI features offer suggestions the Coach must critically review before sharing; the Coach is responsible for what they communicate and must not use AI for decisions significantly affecting a member without human judgement.
  11. Quality reviews & ratings. The Coach accepts quality reviews (report sampling, member surveys and ratings, punctuality and response metrics) respecting confidentiality and access scopes. Reference commitments: report feedback within 72 business hours; messages within 48 business hours. We may propose improvement plans or supervision. Ratings are member opinions; the Coach may respond or request review of unfair ones.
  12. Fees & payment. Fees, settlement, invoicing and withholdings are governed by the separate fee scheme or commercial agreement in force [REFERENCE TO FEE AGREEMENT], which prevails in case of conflict. Unless it says otherwise: each program fee accrues when all contracted sessions are completed; scheme changes are notified 30 days ahead; each party bears its own taxes; the Coach does not charge platform members directly. No minimum volume of members or income is guaranteed.
  13. Non-solicitation & non-circumvention. The Coach acknowledges that Smart Career System has legitimate business interests — substantial relationships with specific existing and prospective members and clients, confidential business information and specialised training in its methodology (Fla. Stat. §542.335(1)(b)). During the agreement and for twelve (12) months after it ends (a reasonable, presumptively valid period under Fla. Stat. §542.335(1)(d)), the Coach will not offer or provide, directly or through others, coaching, career guidance or similar services to members or clients met or served through the platform (the restricted "area" is solely that group of people, wherever located), nor induce them to leave or circumvent the platform. Not a breach: (a) a demonstrable prior relationship; (b) responses to general, untargeted advertising; (c) the person approaching the Coach on their own initiative, if the Coach informs us in writing. The Coach remains free to practise with other people. A court may modify the restriction to a reasonable scope (Fla. Stat. §542.335(1)(c)). (Review note: check validity in Argentina, Mexico and other coach countries, and in states such as California — Bus. & Prof. Code §§16600, 16600.5.)
  14. Public profile. Name, photo, bio, credentials and languages may be shown in the platform and public site; the Coach may update them or request removal at termination.
  15. Insurance. We recommend professional liability insurance suited to the Coach's activity and country, of at least [AMOUNT TO BE CONFIRMED]; it may be required for certain client projects.
  16. Coach indemnity. The Coach is responsible for their own professional acts and holds [SOCIEDAD TITULAR A CONFIRMAR · OWNER ENTITY TBC (US)] harmless from third-party claims (including members and clients), penalties and reasonable defence costs caused by: professional negligence or malpractice; breach of confidentiality, data protection or cybersecurity; infringement of third-party rights; or failure to meet their own tax or social-security obligations. Not covered: damage caused by our own acts or what mandatory law prevents shifting.
  17. Limitation of our liability. To the maximum extent permitted by law, we are not liable to the Coach for lost profits, lost opportunities or indirect damages, and our total liability is capped at the fees paid to the Coach in the 12 months before the event, except for wilful misconduct or gross negligence. The platform is provided "as available".
  18. Suspension & termination. 30 days' notice by either party. Immediate suspension or termination for breach of confidentiality, data protection or cybersecurity; discrimination or harassment; false statements; improper solicitation; serious substantiated complaints; or loss of certification. On termination: orderly member transition, settlement of accrued fees under the fee agreement, removal of platform and data access, end of the methodology licence, and the Coach stops presenting as a Smart Career System certified coach. Confidentiality, IP, non-solicitation, indemnity and limitation clauses survive.
  19. Additional Coach Admin duties. A Coach Admin also: (a) supervises the coaching team (quality, punctuality, compliance with these terms); (b) assigns and reassigns members on objective criteria (specialty, language, time zone, availability), documenting changes; (c) accesses only aggregated or management data (schedules, assignments, progress and quality indicators), never members' private content without a member-approved access request; (d) does not use the role to obtain contact details or member information beyond what the function requires; (e) reports incidents and coach misconduct to [SECURITY EMAIL] or Smart Career System management; (f) keeps other coaches' performance information confidential. The Coach Admin role does not create employment or authority to bind the company unless authorised in writing.
  20. Changes. 30 days' notice; the platform will ask for acceptance of the new version at sign-in. The Coach may terminate without penalty before changes apply.
  21. Force majeure. No liability for events beyond reasonable control, with notice and mitigation; affected sessions are rescheduled.
  22. Assignment. Services are personal; no assignment or subcontracting by the Coach; we may assign to a business successor with notice.
  23. Severability, entire agreement, language. Invalid clauses are reduced to the minimum necessary and the rest survives. This agreement plus the fee scheme is the entire agreement on its subject. Both versions are equally authoritative; in case of discrepancy the English version prevails unless mandatory law of the Coach's country requires otherwise. (Review note: confirm.) Confidentiality, IP, non-solicitation, indemnity, limitation and dispute clauses survive termination. The Coach represents they are not on a sanctions list (e.g., OFAC SDN) nor located in a comprehensively embargoed country.
  24. Governing law, arbitration & disputes. Governed by the laws of the State of Florida (USA) and applicable federal law, without regard to conflict-of-laws rules. After 30 days' good-faith negotiation, disputes are resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Miami, Florida, sole arbitrator, in English (or Spanish if both agree), governed by the Federal Arbitration Act. The parties waive class actions and jury trial to the fullest extent permitted by law. Either party may use small-claims court or seek urgent injunctive relief (e.g., confidentiality, IP, non-solicitation) in the courts of Miami-Dade County, Florida, to whose jurisdiction they submit. The Coach may opt out of arbitration by notice to [LEGAL EMAIL] within 30 days of first acceptance. Mandatory non-waivable rules of the Coach's country of residence are unaffected.
  25. Contact. [COACHES EMAIL], [DOMICILIO A CONFIRMAR · ADDRESS TBC].