Terms & Conditions

1. Agreement and Acceptance
These Coaching Services Terms & Conditions (the “Terms”), together with the applicable Coaching Container Agreement, any signed addenda, and any separately accepted consent forms, form the agreement between Grant Sutton (the “Coach”) and the individual or entity identified in the Coaching Container Agreement (the “Client”).

2. Nature and Scope of Coaching
Coaching is a collaborative, client-directed professional relationship intended to support the Client’s personal, professional, and/or business development. Coaching may help the Client clarify goals, identify options, generate insight, make decisions, establish accountability, and design actions aligned with the Client’s objectives.
Coaching is not therapy, counseling, psychotherapy, psychoanalysis, mental-health treatment, crisis intervention, substance-abuse treatment, medical care, legal advice, financial advice, tax advice, investment advice, human-resources advice, or any other regulated professional service. Coaching does not diagnose, prevent, treat, or cure any physical or mental-health condition, disease, disorder, or injury.
This Agreement creates a coaching relationship only. It does not create an employment relationship, agency relationship, partnership, joint venture, fiduciary relationship, supervisory relationship, or guarantee of a specific result, job, promotion, income, business opportunity, contract, creative outcome, or other outcome.

3. ICF-Oriented Ethical Practice
The Coach will conduct the coaching relationship in a manner consistent with applicable professional standards and, where applicable, the International Coaching Federation (“ICF”) Code of Ethics. The Client is encouraged to review the current ICF Code of Ethics on the ICF official website.
The Coach will communicate the roles, responsibilities, boundaries, confidentiality practices, financial arrangements, and other material elements of the coaching relationship. The Client may raise questions or concerns about the coaching relationship at any time.

4. Client Responsibility and Participation
The Client is solely responsible for the Client’s decisions, choices, actions, conduct, and results arising from or related to coaching. The Client understands that the Coach does not direct the Client’s life, make decisions for the Client, or assume responsibility for implementing the Client’s goals, plans, or actions.
The Client agrees to participate in good faith, communicate honestly, provide information reasonably relevant to the coaching engagement, remain open to feedback, and devote appropriate time and energy to the coaching process.
Coaching may address areas such as work, career, leadership, business, finances, relationships, health habits, education, creativity, technology, and recreation. The Client alone decides whether and how to apply coaching insights in these or any other areas.

5. Referrals and Scope Boundaries
The Client is responsible for seeking independent advice or treatment from qualified professionals when needed. If the Client is receiving care from a licensed mental-health professional or other qualified provider, the Client is encouraged to inform that provider about the nature and extent of the coaching relationship.
The Coach may recommend that the Client obtain support from a licensed health-care provider, mental-health professional, attorney, financial professional, emergency service, or other qualified professional when the Coach determines that an issue may fall outside the Coach’s competence or scope of practice. A referral or recommendation does not create responsibility for the services, advice, availability, or conduct of that third party.
The Client agrees to seek immediate emergency assistance by calling 911, contacting a local emergency service, or using an appropriate crisis resource if the Client is in immediate danger, experiences a medical emergency, has thoughts of self-harm or harm to others, or otherwise needs emergency or crisis intervention. Coaching sessions are not an emergency or crisis service.

6. Services and Coaching Container
The Coach will provide the services described in the applicable Coaching Container Agreement. That summary will identify the engagement term, session duration, expected session frequency, delivery method, fee arrangement, communication boundaries, and initial coaching focus.
Unless the Coaching Container Agreement expressly provides otherwise, services are limited to scheduled coaching sessions. Any additional support, such as extended calls, document review, written feedback, assessments, reports, consulting, technical training, or other Client-related work, requires the Coach’s prior agreement and may be billed separately at the rate stated in the Coaching Container Agreement or otherwise agreed in writing.
If the Coach also provides consulting, technical services, training, production services, creative services, or other non-coaching work to the Client, the parties will identify the relevant role and scope in writing. The Coach will make reasonable efforts to distinguish when the Coach is acting as a coach and when the Coach is acting in another professional capacity.

7. Scheduling and Communications
Session dates, times, and meeting locations or links will be arranged by mutual agreement. The applicable Coaching Container Agreement will specify the delivery method and identify whether the Client or Coach is responsible for initiating the scheduled call or session.
Between-session communication is limited to the channels, purposes, hours, and response expectations identified in the Coaching Container Agreement. Unless the Coach agrees otherwise in writing, between-session communication is not a substitute for a scheduled coaching session and is not monitored continuously.
The Client is responsible for providing accurate contact information, maintaining access to the agreed communication platform, and notifying the Coach promptly of relevant changes.

8. Fees, Payment, and Refunds
The Client will pay the fees and charges stated in the Coaching Container Agreement. Payment timing, accepted payment methods, installment terms, late-payment terms, and any fees for additional services will be stated there.
Unless otherwise stated in the Coaching Container Agreement or required by applicable law, fees become earned as coaching services are delivered. The Coach may suspend or reschedule services for unpaid balances after providing fourteen days’ written notice, except where a different notice period is stated in the Coaching Container Agreement.
The applicable refund policy is stated in the Coaching Container Agreement. Any refund, credit, or treatment of unused prepaid sessions will be governed by that policy and applicable law.

9. Cancellation, Rescheduling, and Missed Sessions
The Client must provide the minimum notice stated in the Coaching Container Agreement to cancel or reschedule a scheduled session. If the Client misses a session, arrives materially late, or cancels with insufficient notice, the Coach may charge the missed-session or late-cancellation fee stated in the Coaching Container Agreement.
The Coach will make reasonable good-faith efforts to reschedule a session when practical. Rescheduling is subject to the Coach’s availability, the engagement term, and the applicable cancellation policy. Unless otherwise agreed in writing, unused sessions do not automatically carry forward after the end of the engagement term.
If the Coach must cancel or reschedule a session, the Coach will make reasonable efforts to provide notice and to reschedule the session at a mutually acceptable time. The Client’s remedy for a Coach-canceled session is rescheduling or a credit toward a future session, unless otherwise required by law.

10. Confidentiality
The Coach will treat information shared by the Client in connection with coaching as confidential and will handle it in accordance with applicable law, professional obligations, and these Terms. The Client understands that the coach-client relationship is generally not legally privileged in the same manner as the attorney-client or physician-patient relationship, unless applicable law expressly provides otherwise.
The Coach will not disclose the Client’s confidential information without the Client’s consent except when disclosure is permitted or required by these Terms or applicable law; required by a valid subpoena, court order, or legal process; required by a regulatory or professional obligation; reasonably believed necessary to address an imminent or likely risk of serious harm; required by a mandatory-reporting obligation; or related to suspected or known illegal activity.
The Coach will not identify the Client as a testimonial, reference, or client of the Coach without the Client’s prior written or otherwise recorded permission. The Client may separately choose to provide a testimonial or marketing consent; any such consent is optional and is not a condition of receiving coaching services.
Confidential information does not include information that the Coach can demonstrate: (a) was lawfully in the Coach’s possession before the Client disclosed it; (b) became publicly available through no wrongful act of the Coach; (c) was lawfully received from a third party without a duty of confidentiality; (d) was independently developed without use of the Client’s confidential information; or (e) must be disclosed by law or valid legal process.

11. Privacy, Data, and Records
The Coach may collect, use, store, and retain personal information reasonably necessary to provide coaching services, communicate with the Client, schedule sessions, process payments, maintain business records, comply with legal or ethical obligations, and operate the Coach’s practice.
The Coach will use reasonable administrative, technical, and physical safeguards appropriate to the nature of the information and services provided. No communication method or information system is completely secure, and the Client acknowledges the ordinary risks associated with email, internet-based platforms, electronic storage, text messaging, video conferencing, and similar communications.
The Coach will retain Client records for five years, or longer if required by applicable law, insurance requirements, professional obligations, tax requirements, or the Coach’s applicable record-retention policy. Records may be maintained in paper, electronic, or other lawful formats.
Where applicable privacy law gives the Client rights of access, correction, deletion, restriction, portability, objection, or withdrawal of consent, the Coach will address such requests subject to legal obligations, exceptions, and retention requirements.

12. Recordings, Transcription, and AI Tools
The Coach will not record a coaching session, create an automated transcript, or use Client session content with an artificial-intelligence tool unless the Client provides separate, informed, affirmative consent in a written or electronic Recording, Transcription, and/or AI Consent.
If the Client authorizes recording, transcription, or AI-supported administrative or note-taking tools, the separate consent will identify the relevant tool or category of tools, intended use, data handling practices, retention period where known, access limitations, and the Client’s available choices. The Client may decline or withdraw optional consent subject to practical limits described in that consent and the effect on the service format.

13. ICF Credential Verification and Professional Consultation
If the Coach is pursuing or maintaining an ICF credential, the Coach may request the Client’s separate permission to disclose limited identifying information—such as the Client’s name, contact information, and coaching start and end dates—to ICF personnel or credential-verification reviewers for that limited purpose. Consent is optional, and no personal coaching notes or substantive session content will be disclosed for credential verification unless separately authorized or required by law.
The Coach may discuss coaching themes in anonymous and hypothetical form with mentors, supervisors, trainers, or other coaching professionals for consultation, supervision, training, evaluation, credentialing support, or professional development, without identifying the Client unless the Client separately authorizes identification or disclosure is otherwise permitted or required under these Terms or applicable law.

14. Term and Termination
The engagement begins and ends as stated in the Coaching Container Agreement. Either party may terminate the coaching relationship by providing the written notice stated in that summary.
The Coach may terminate or suspend services immediately if the Client materially breaches these Terms, fails to pay amounts due, engages in abusive, threatening, discriminatory, or unsafe conduct, requests services outside the Coach’s scope, creates a conflict of interest that cannot be appropriately managed, or if continued services would be unethical, unlawful, or otherwise inappropriate.
Termination does not relieve the Client of responsibility for fees earned, services delivered, late-cancellation charges, or other amounts due through the effective date of termination. Any treatment of prepaid but unused services will be governed by the Coaching Container Agreement, the refund policy, and applicable law.

15. No Guarantees and Limited Liability
The Coach makes no guarantee, representation, or warranty, express or implied, concerning a particular outcome from coaching. Results depend on many factors, including the Client’s participation, decisions, actions, circumstances, and factors outside either party’s control.
To the fullest extent permitted by applicable law, the Coach will not be liable for indirect, incidental, consequential, special, exemplary, or punitive damages arising from or related to the coaching relationship, services, or these Terms.
To the fullest extent permitted by applicable law, the Coach’s total liability arising out of or related to these Terms, the Coaching Container Agreement, or coaching services will not exceed the amount actually paid by the Client to the Coach for coaching services rendered through the effective date of the event giving rise to the claim. Nothing in these Terms limits liability that cannot lawfully be limited or excluded.

16. Dispute Resolution
The parties will first attempt in good faith to resolve any dispute arising from or relating to the coaching relationship through direct communication.
If the dispute is not resolved informally, the parties agree to attempt mediation for up to ninety days after one party delivers written notice of the dispute, unless the parties agree otherwise in writing or applicable law does not permit such a requirement.
If mediation does not resolve the dispute, either party may pursue available legal remedies in a court of competent jurisdiction, unless the parties separately enter a valid written arbitration agreement. Attorneys’ fees and court costs may be awarded only where permitted by applicable law and ordered by a court.

17. Governing Law and Venue
These Terms and the Coaching Container Agreement will be governed by the laws of Tennessee, without regard to conflict-of-law principles, except where mandatory law requires otherwise.
Any legal action permitted under these Terms must be brought in Davidson County, Tennessee, unless applicable law requires a different venue or prohibits this venue provision.

18. Miscellaneous
Entire agreement. These Terms, the applicable Coaching Container Agreement, and any signed or separately accepted addenda constitute the entire agreement between the parties regarding coaching services and supersede prior discussions, proposals, and agreements relating to the same subject matter.
Amendments. Any amendment must be in writing and signed or electronically accepted by both parties, except that the Coach may update general Terms prospectively by providing notice before renewal or a new engagement. Changes will not alter a current engagement without the Client’s agreement.
Severability. If any provision is determined to be invalid, illegal, or unenforceable, the remaining provisions will remain effective to the maximum extent permitted by law. A court may modify an unenforceable provision only to the minimum extent necessary to make it enforceable.
No waiver. A party’s failure to enforce a provision does not waive the right to enforce that provision later. Any waiver must be in writing and signed by the party granting it.
Assignment. Neither party may assign this agreement without the other party’s prior written consent, except as permitted by law or in connection with a lawful business reorganization of the Coach’s practice that preserves applicable confidentiality and privacy obligations.
Electronic records and signatures. The parties agree to conduct transactions electronically. Electronic signatures, electronic acceptance, and electronic copies of these Terms and the Coaching Container Agreement are intended to have the same force and effect as original signatures and paper records, to the extent permitted by applicable law.
Notices. Formal notices under these Terms must be sent to the email and/or mailing addresses identified in the Coaching Container Agreement, unless a party provides updated contact information in writing.
Coaching Container Agreement. By signing the Coaching Container Agreement, the Client confirms that the Client has had a reasonable opportunity to review these Terms, understands them, has had an opportunity to ask questions, and agrees to be legally bound by them. The Coach’s provision of services is subject to these Terms and the client-specific provisions in the Coaching Container Agreement.
If there is a conflict between these Terms and the Coaching Container Agreement, the Coaching Container Agreement controls only with respect to the conflicting client-specific provision.