Framework conditions for coaches
Link zur Deutschen Version
- SKILLYARD provides an online platform for sports coaching and training sessions (hereinafter collectively referred to as "Event(s)") that connects professional coaches/trainers and athletes (hereinafter also referred to as "Client" or "Participant") to enable faster and safer progress with individualized feedback. Skillyard thus provides an intermediary service between a Participant and a Coach/Trainer.
- In the future, the Coach/Trainer will work for SKILLYARD in the context of sports coaching, training sessions, special events or online videos. This framework agreement forms the basis of the cooperation between SKILLYARD and the Coach/Trainer, however, prior to any activity of the Coach/Trainer for SKILLYARD, the conclusion of a separate service agreement is required. In this agreement, the specific activity of the coach/trainer for SKILLYARD, the respective scope of services, the remuneration as well as the details of the service provision are regulated. The conclusion of the separate service agreement and its fulfillment shall be based on this Master Agreement.
II. subject matter of the contract
SKILLYARD is interested in commissioning the Coach/Trainer in the future with the holding of events in the course of mediation to the Participants, via the online platform provided by SKILLYARD (https://www.skillyard.co/), including the preparation activities related thereto (e.g. design of procedures, tests as well as the design of joint training sessions). This shall be done in detail in each case by concluding a separate service agreement.
III. principles of service provision
- Based on the description of the scope of services provided in the service agreement, the coach/trainer determines the preparation of the content and the individual services required to achieve the event objectives at a high level of quality and by drawing on his or her own expertise.
- In the event that circumstances of any kind exist which may cast doubt on the proper provision of services by the Coach/Trainer (e.g. if the relevant expertise is lacking), the Coach/Trainer shall notify SKILLYARD of this prior to the conclusion of a service agreement.
- The coach/trainer will work for SKILLYARD as an independent contractor.
- The Coach/Trainer shall personally provide the services as stipulated in the Service Agreement at the agreed date and place of performance. In the event that it is not possible to provide the services on the date agreed upon in the service agreement for whatever reason, the Coach/Trainer undertakes to inform SKILLYARD as soon as possible in order to be able to assign another Coach/Trainer with the performance of the service. If the Coach/Trainer is prevented from attending, there is no claim to remuneration. The obligation to inform does not release the Coach/Trainer from the obligation to compensate SKILLYARD for all adverse consequences and damages resulting from the non-performance of the service.
- The coach/trainer will provide services at the respective fee specified in the service agreement.
- The fee agreed upon by means of a service agreement represents a lump-sum payment for the services of the coach/trainer, including all necessary preparation and follow-up activities and the creation of processes regarding sports coaching, training sessions, special events, etc., unless otherwise agreed upon in writing in detail.
- The coach/trainer shall be responsible for organizing any necessary travel, taking into account cost and time efficiency. If agreed separately in the service agreement, only necessary and expedient travel and accommodation costs will be reimbursed, all of which only upon submission of the corresponding receipts. With the reimbursement of travel and accommodation expenses according to this point and the fee stipulated in the service agreement, the claims of the coach/trainer against SKILLYARD are finally settled.
- The Coach/Trainer will invoice SKILLYARD for the agreed fee following the completion of his/her activities as defined in the Service Agreement. The Coach/Trainer will issue his/her fee invoice to SKILLYARD in accordance with the requirements of the VAT Act.
- The agreed fee is due for payment in each case within 30 days from receipt of the proper invoice by SKILLYARD and receipt of payment of the amount over the total invoice - issued by SKILLYARD to the participant. The fee amount will be paid by SKILLYARD to the account specified by the coach/trainer.
V. Work equipment, equipment
- The Coach/Trainer shall render his services essentially with his own operating resources. He/she will provide SKILLYARD with all necessary means and/or equipment for the purpose of forwarding to participants (customers). The coach/trainer undertakes to take out appropriate liability insurance with respect to possible material damage to working means and/or equipment and to indemnify and hold harmless SKILLYARD in the event of damage occurring (regardless of the manner and by whom caused).
- SKILLYARD shall make its corporate design available to the coach/trainer exclusively for the purpose of providing services for SKILLYARD. Only the SKILLYARD-compliant corporate design is to be used by coaches/trainers when creating training documents.
- Intellectual property rights
Upon conclusion of this Agreement, the Coach/Trainer irrevocably assigns to SKILLYARD the right to use, edit, further develop, as well as reproduce and distribute all videos, documentation, scripts, and other training or event documents created by him/her on the occasion of his/her activities for SKILLYARD to date and in the future, without limitation as to time, place, and content, and without separate payment.
- The coach/trainer undertakes to carefully indicate all sources of supply used in his training documents and online videos. The Coach/Trainer assures that any service provided by him/her, including the associated visual material, does not violate any third-party rights. There is no obligation on the part of SKILLYARD to conduct research regarding the existence of third-party property rights. In the event of an infringement of third party rights, as well as in the event of the occurrence of any other claims for compensation by third parties as a result of the activities of the Coach/Trainer on behalf of SKILLYARD, the Coach/Trainer declares to indemnify and hold SKILLYARD harmless.
VI. Cancellation Conditions, Failure to Perform
- SKILLYARD is entitled to cancel, in whole or in part, the services ordered in a separate service agreement. The claims to which the coach/trainer is entitled in this case are conclusively regulated in this point of the contract.
- Necessary and reasonable expenses (airfare, etc.) incurred by the coach/trainer prior to knowledge of the cancellation and ordered in writing by SKILLYARD will be reimbursed by SKILLYARD upon presentation of the appropriate receipts.
- If the cancellation is made no later than 2 weeks prior to the date of a specific service, the coach/trainer has no claim to a fee from SKILLYARD - not even for preparatory services - even if the cancellation is made for reasons for which SKILLYARD is responsible.
- SKILLYARD reserves the right to cancel events for compelling reasons (e.g. due to non-achievement of the minimum number of participants, cancellation of other coaches/trainers or technical complications) or to remove them from the range of offers. In this case the coach/trainer is not entitled to any compensation. There are no further claims against SKILLYARD, even if the cancellation is made at short notice.
- SKILLYARD shall not be responsible for any disruptions of performance due to force majeure, in particular the failure or overload of global communication networks. Events of force majeure shall be deemed to include, in particular, all effects the prevention or avoidance of which are beyond the control of SKILLYARD.
- In the event that the coach/trainer has already provided preparatory services, SKILLYARD is free to demand the transfer of the rights of use thereof against payment of an appropriate fee.
VII. Non-compete clause
- The Coach/Trainer of SKILLYARD are important cooperation partners and in this context receive valuable information that would enable an independent exploitation on the market. The Coach/Trainer therefore undertakes not to participate, either independently or dependent, in directly comparable events through other intermediaries in the field of sports coaching and training during his/her current activity for SKILLYARD.
- During his activity as well as for a period of one year after the completion of his activity for SKILLYARD, the Coach/Trainer shall refrain from contacting SKILLYARD's clients outside of the provision of services for SKILLYARD without SKILLYARD's consent or from providing services for them, in any form or manner whatsoever, within SKILLYARD's field of business.
- For each case of violation of the prohibition, SKILLYARD may, apart from ceasing and desisting, also demand that the transactions made for the account of the coach/trainer or a third party be deemed to have been concluded for its account. However, SKILLYARD may also demand from the coach/trainer the procurement of the remuneration received for this purpose or the claim of the coach/trainer or the third party to the remuneration. Any violation of the competitive relationship shall also constitute an important reason for premature termination of the contract.
- SKILLYARD will share confidential information with the coach/trainer as part of the cooperation.
- All information, documents, communications, information and data given to the Coach/Trainer by SKILLYARD or by other natural or legal persons attributable to SKILLYARD (such as legal and tax advisors, group companies and other external partners), whether in writing, orally or by way of electronic data transmission, or already given for the purpose of initiating the initial meeting (hereinafter referred to as "Confidential Information"), will be treated as strictly confidential by the Coach/Trainer and kept secret.
- Confidential information also includes all analyses, data, studies and results as well as all documents, contracts, samples, statistics and other information disclosed to the coach/trainer by SKILLYARD or otherwise made known to him/her during the course of the contractual relationship.
- The obligations contained in this Agreement shall not apply to information if.
- the Coach/Trainer was already in possession of the information prior to the communication of the information by SKILLYARD and received the information without any obligation of confidentiality;
- the information is publicly known;
- the Coach/Trainer has received the information from a third party, provided that the third party has not breached its own obligation of confidentiality;
- the coach/trainer has developed the information independently of confidential information;
- the information is irrelevant, obvious or trivial;
- the information is disclosed pursuant to a legal obligation or the order of a court or administrative authority (in which case the SKILLYARD shall be informed immediately and prior to disclosure).
- The coach/trainer bears the burden of proof for the existence of one of the above-mentioned exceptional circumstances.
- The Coach/Trainer agrees to keep all confidential information confidential and not to use it, directly or indirectly, for any purpose other than to fulfill his/her contractual obligations to SKILLYARD.
- The Coach/Trainer agrees not to disclose confidential information to any outside third party in any manner whatsoever or to reproduce it for his/her own purposes beyond the purposes set forth in VIII. 2. or a legally binding court or authority decision, in accordance with the terms of this Agreement.
- Furthermore, the Coach/Trainer undertakes to take appropriate precautions to protect the Confidential Information against any conceivable unauthorized access by third parties. If disclosure of confidential information becomes necessary due to an order of a public authority or a legally binding court or authority decision, the Coach/Trainer shall immediately give SKILLYARD the opportunity to comment before handing over the confidential information.
- The Coach/Trainer undertakes to keep confidential the provided confidential information in the sense of this Agreement even after termination of the contractual relationship with SKILLYARD.
- The Coach/Trainer guarantees that the obligation of confidentiality will also be observed to the same extent by the employees, consultants and external partners called in by him/her to fulfill his/her contractual obligations or other persons who have access to the information. Any breach of this confidentiality agreement by persons called in by him/her shall be attributed to the coach/trainer.
- Upon first request by SKILLYARD, the Coach/Trainer undertakes to return all confidential information to SKILLYARD or to demonstrably destroy it and to delete all electronically stored data, provided that there are no statutory retention obligations to the contrary. At SKILLYARD's request, the Coach/Trainer shall confirm in writing within 3 business days that he/she has complied with this obligation.
- Contractual penalty: In the event of a breach of one of the provisions of this confidentiality agreement by the coach/trainer, a contractual penalty of € 20,000.00 per breach is agreed, irrespective of fault and not subject to judicial mitigation. The assertion of the removal of the breach of contract, the future omission and the claim of a damage amount exceeding the contractual penalty are unaffected by this.
IX. Term of the contract / termination
- This framework agreement is the basis for all further individual orders. It shall enter into force on the date of signature and shall be concluded for an indefinite period.
- The agreement may be terminated by either party in writing with three months' notice to the end of each quarter. Irrespective of the termination of the framework agreement, its provisions shall remain unchanged binding on performance agreements not yet fulfilled until their respective termination.
- This Framework Agreement may be terminated at any time without notice for good cause, which makes the continued performance of the contract unreasonable, such good cause being in particular if the Coach/Trainer violates the contractually agreed non-competition clause or fails to perform an agreed service without prior notice to SKILLYARD.
X. General, Liability
- Amendments or supplements to this contract must be made in writing. Should any provision of this contract be or become invalid, this shall not affect the validity of the remainder of the contract. In place of the invalid provision, a provision shall be deemed to have been agreed which best serves the purpose of the invalid provision.
- The Framework Agreement together with all its Annexes and in particular the separate service agreements based thereon shall be governed exclusively by Austrian law to the exclusion of the conflict of laws rules.
- SKILLYARD shall only be liable in case of intent or gross negligence. SKILLYARD shall only be liable for its own employees, but not for other coaches/trainers or other external persons. Any liability of SKILLYARD is limited to the amount of the sum available under SKILLYARD's business liability insurance in the specific case of damage.
- The coach/trainer is liable for all financial losses and personal injuries that occur to the participant or any other third party in the course of an event. The coach/trainer undertakes to indemnify and hold SKILLYARD harmless in this respect.
- It is agreed that the exclusive place of jurisdiction for all disputes arising from this Master Agreement or a separate service agreement shall be the court having local and subject-matter jurisdiction for the registered office of SKILLYARD.