Coaching Services Agreement and Waiver

All information provided on this waiver and Coaching agreement will be held in accordance with our Privacy Policy and the terms and conditions herein. This Coaching Agreement (the “Agreement”) is by and between you, the coachee (hereinafter referred to as the “client”) and Nanooka Innovation Inc. o/a Shining Compass (hereafter referred to as the “Coaching Company”), the owner of Shining Compass Coaching and Human Design life coaching business. This Agreement is for persons over the legal age of majority under applicable law to form a binding contract with the Coaching Company. If you are under the applicable age of majority, your parent/guardian must enter this Agreement on your behalf (to the extent permitted by applicable law). 

Terms and conditions

Acceptance of terms

Coaching Fee

I agree that by paying the Coaching Fee (as described in the coaching service product purchased herein on the website) and registering for the services offered on the website: http://www.Shiningcompass.com (the “Website”) for the Business coaching, Human Design Life coaching and BG5 Career coaching services provided by the Coaching Company (the “Services”) , I am entirely doing so at my own risk. 

2. I ACKNOWLEDGE THAT I AM VOLUNTARILY PARTICIPATING IN THE SERVICES. I FREELY ACCEPT AND FULLY ASSUME ANY AND ALL OF THE RISKS, DANGERS, AND HAZARDS INVOLVED IN THE SERVICES, WHETHER CAUSED BY THE NEGLIGENCE OF THE COACHING COMPANY OR OTHERWISE. 

I understand and agree to the above statement.

3. Release: I hereby irrevocably agree to expressly waive and release and forever discharge the Coaching Company, and its coaches, directors, officers, shareholders, agents, representatives, successors, assigns and employees (the “Releases”) from any or all claims, causes of action, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of any kind arising out of or attributable to the Services, due to any cause whatsoever, including without limitation the negligence of the Coaching Company or any other Releasee, breach of contract, or breach of any statutory or other duty of care owing under occupiers liability legislation or otherwise. I covenant not to make or bring any such claim against the Coaching Company or any other Releasee, and forever release and discharge the Coaching Company and all other Releasees from liability under such claims.

I understand and agree to the above statement.

4. Indemnification: Client acknowledges, confirms and agrees that it shall indemnify, defend, and hold harmless the Coaching Company and its officers, directors, employees, agents, affiliates, successors, and permitted assigns ("Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including legal fees and costs, (collectively, "Losses"), relating to, arising out of or resulting from the Client’s use/engagement with the Services or Coaching Company generally; and/or (b) Client’s negligence, willful misconduct, or breach of this Agreement, the Terms and Conditions and/or Privacy Policy, including but not limited to breach of any representation or warranty made by the Client. 

I understand and agree to the above statement.

Client and Coach Relationship 

Client and the Coaching Company above have entered into this Agreement whereby Coaching Company agrees to provide the Services to Client, with the Services more specically described in below and in Schedule A to this Agreement.

Description of Coaching: Coaching is partnership (dened as an alliance, not a legal business partnership) between the Coaching Company and the Client in a thought-provoking and creative process that inspires the Client to maximize personal and professional potential. It is designed to facilitate the creation/development of personal, professional or business goals and to develop and carry out a strategy/plan for achieving those goals. 

5. Coach-Client Relationship

A. Client is solely responsible for managing personal growth and implementing their own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and their coaching calls and interactions with the Coaching Company and/or its employees / coaches . As such, the Client agrees that the Coaching Company and/or its employees / coaches are not and shall not be liable or responsible for any actions or inaction, or for any direct or indirect result of the Services provided. Client understands coaching is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.

B. Client further acknowledges that Coaching Company may terminate or discontinue the coaching relationship at any time, in its sole and absolute discretion, without according any reason,. In case of termination of services by Coaching Company, the Client will receive refund of the amount of unrendered Services or on prorate basis of the duration of Services and otherwise in accordance with our Refund Policy.

C. Client understands having read details of coach engaged in providing services and their background and acknowledges the qualifications of the coach engaged for the Services are located on the Website – http://www.shiningcompass.com

D. Client acknowledges, confirms, and agrees that coaching is a comprehensive process that may involve different areas of the Client’s life, including work, finances, health, relationships, education and recreation. The Client agrees that deciding how to handle these issues, incorporate coaching principles into those areas and implementing choices, is exclusively the Client’s responsibility. The Coaching Company shall be under no obligation to ensure the Client is undertaking any steps necessary to utilize the Services.

E. Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders, illnesses, or other medical conditions as defined by the Canadian or American or International Psychiatric Association and that coaching is not to be used as a substitute for counseling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical, or other qualified professionals. It is the Client’s exclusive responsibility to seek such independent professional advice/guidance as needed. If Client is currently under the care of a mental health professional, it is recommended that the Client promptly inform the mental health professional of the nature and extent of the coaching relationship agreed upon by the Client and the Coaching Company.

F. The Client understands that to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to dedicate the time and energy to actively participate fully in the program and Coaching Services, workshops, or Webinars offered by Coaching company from time to time whether paid or free services through webinars or Discovery sessions. 

Client understands and agrees to all of the above statements and aware of the implications.

Services, Schedule, fees and Refund policy 

Client and Coaching Company agree on services , schedule and fees as below 

6. Services: The parties agree that the provision of Services will require the parties * to engage in online video and/or teleconference calls. Coaching Company will be available to Client by e-mail and online scheduled meetings as defined by the Coaching Company on the Website. 3) Schedule and Fees: In consideration for the Services provided by Coaching Company under this Agreement, the Client acknowledges, confirms and agrees that the Client shall pay the fees as described herein.

The rates of all coaching services (the “Fees”), webinars and Free business socials are located on the Website and subject to change , major coaching services are also in Schedule A attached hereto .

The Fees are subject to change if a meeting is not scheduled by the Client within 6 months of the purchase of the Services. If rates change before this Agreement has been signed and dated, the prevailing rates will apply. The purchase of the Services and your obligation to pay for the Services are subject to the Refund & Cancellation Policy found on the website and section below. 

Client understands and agrees to all of the above statements and aware of the implications of the terms and refund policy.

Refund Policy

7. REFUND POLICY : We invest great effort and organization into providing * coaching products and services. Due to the nature of such coaching products and services, refunds and credits are not provided in the event of a cancellation or failure to attend. When you (“Client”, “you”) purchase services and/or products from our website: http://www.shiningcompass.com (the “Website”) (collectively, the “Service(s)”) from Nanooka Innovation Inc. o/a Shining Compass (“Shining Compass”), the following terms and conditions apply regarding refunds and cancellations: 1. Purchased services are Non- Transferable The Services are non-transferable and may not be transferred to another person or organization. Further, payment and/or credit for fees paid for Services may not be transferred and shall only apply to the specific Services purchased. 2. One on One Coaching Services to Individuals or Organizations: All types of Services designated on the Website as “one-on-one” between you and Shining Compass (whether to an individual or organization/company) are non-refundable. If you cancel such Services, or otherwise fail to attend a scheduled Service(s), Shining Compass shall not offer any refund or credit for such Service(s). You acknowledged, confirm and agree that you shall remain obligated to pay for the Services if you cancel or fail to attend Service(s).Notwithstanding the foregoing, upon the purchase of Services, a Client may reschedule an appointment within the first 48 hours of such purchase. If you desire to reschedule Service(s) outside of the 48-hour rescheduling time period, you shall notify Shining Compass as soon as reasonably possible, however, Shining Compass shall be not be under any obligation to accommodate any rescheduling request outside of the rescheduling time period. No refund or credit shall be issued if a rescheduling request outside of the 48-hour rescheduling time period cannot be accommodated by Shining Compass, in their sole and absolute discretion. If Shining Compass cancels such Services, Shining Compass shall reschedule the Services for a time mutually agreeable between Shining Compass and the Client. Group Workshops / Living your Design Workshops / all types of Webinars Services designated on the Website as “Group Workshops”, “Living your Design Workshops” or other similar workshops and webinars (whether you are an individual or organization/company) are non-refundable. If you cancel such Services, or otherwise fail to attend Service(s), Shining Compass shall not offer any refund or credit for such Service(s). You acknowledged, confirm and agree that you shall remain obligated to pay for the Services if you cancel or fail to attend Service(s).If Shining Compass cancels such Services, a credit coupon to sign–up/register/attend another workshop/webinar of the same type will be offered to the Client, or, alternatively Shining Compass may issue a full refund for the cancelled Service(s). 

I acknowledge that I have read the Refund & Cancellation Policy at (www.Shiningcompass.com ) and will not hold Coaching Company responsible for any cancellations or refunds of any type of Services. I understand the implications of the Refund & Cancellation Policy for the Services purchased.

Procedure and Confidentiality 

8. Procedure : The scheduled time of online video and/or teleconference coaching * meetings will be determined by Coaching Company and Client based on a mutually agreed upon times as may be provided per a calendar link or schedule provided to the Client at the time of purchase of the Services. Coaching Company shall deliver the Services as determined in their sole and absolute discretion, with such Services occurring online through third-party service providers, including but not limited to Zoom. The Coaching Company will initiate all scheduled video and/or teleconference calls. The Client shall be available to attend the call scheduled by the Client and Coaching Company. Client shall notify Coaching Company if Client is unable to attend or desires to cancel Services. If the Coaching Company requires a meeting be rescheduled, the Client shall be notified prior to such impacted scheduled meeting.

9. Confidentiality This coaching relationship, as well as all information (whether written or oral) that the Client shares with the Coach Company as part of the provision of Services under this Agreement, will be held in confidence. However, the Client acknowledges, confirms and agrees that the Coach-Client relationship is not considered a legally confidential relationship (and therefore not afforded legal protections similar to medical or legal confidentiality) and thus communications are not subject to the protection of any legally recognized privilege. The Coaching Company agrees not to disclose any information pertaining to the Client without the Client’s written consent, except where as may be required under applicable law or in accordance with our Privacy Policy. Confidential Information does not include information that:

(a) was in the Coach’s possession prior to its being furnished by the Client;

(b) is generally known to the public or in the Client’s industry;

(c) is obtained by the Coach from a third party,

without breach of any obligation to the Client;

(d) is independently developed by the Coach without use of or reference to the Client’s confidential information; or

(e) the Coach is required by applicable law or court order to disclose;

(f) is disclosed to the Coaching Company and as a result of such disclosure the Coaching Company reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and/or (g) involves unlawful activity. The Client also acknowledges his or her continuing obligation to raise any confidentiality questions or concerns with the Coach in a timely manner. 

I understand and agree to all of the above statements and aware of the implications.

Release of Personal Information 

10. Release of personal information: The provision of Services may require the * names and contact information of Clients, Date of birth to validate Adult and any other personal information required to provide BG5 and Human Design charts (and other personal information) be transferred/disclosed on various software. Such software may be MMI and BG5 Software or allied software used by Human Design Guide/Analyst and /or BG5 Software enhancement tool which requires personal information. Any collection, use, transfer, processing and disclosure of personal information shall be in accordance with our Privacy Policy found here on the website : https://www.shiningcompass.com/privacy-policy Client acknowledges, confirms and agrees that as a condition to entering this Agreement, the Client shall be bound by the terms and conditions and practice of the Privacy Policy.  

I understand and agree to all of the above statements and aware of the implications and the Privacy Policy and does not hold Shining Compass or its Directors and staff liable for .

11. By signing this Agreement, you agree that your name, contact information, and personal details based on your consent may be shared with third party software, as well as the start and end dates of the Services duration, with such occurring in compliance and according to our Privacy Policy. 

I understand and agree to all of the above statements and aware of the implications.

12. According to the ethics of our profession, topics may be anonymously and hypothetically shared with other coaching professionals for training, supervision, mentoring, evaluation, and for coach professional development and/or consultation purposes. 

I understand and agree to all of the above statements and aware of the implications.

13. According to the ethics of our profession, topics may be anonymously and * hypothetically shared with other coaching professionals for training, supervision, mentoring, evaluation, and for coach professional development and/or consultation purposes. 

I understand and agree to all of the above statements and aware of the implications.

Miscellaneous terms - governing laws, Termination 

This section describes all terms with respect to cancellation policy, Governing law, termination and warranty

14. Cancellation Policy: Client agrees that it is the Client's responsibility to notify * the Coaching Company 48 hours in advance of the scheduled calls/meetings in the event that Client needs to cancel a scheduled call/meeting. Coaching Company reserves the right to invoice Client for meetings that the Client does not attend in accordance with the Refund & Cancellation Policy. Coaching Company may attempt to reschedule such missed meetings, but shall be under no obligation to do so.

I understand and agree to all of the above statements and aware of the implications and the Privacy Policy.

15. Governing Law and Choice of Forum: This Agreement and all related * documents, including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE AFOREMENTIONED COURTS IN ANY SUCH SUIT, ACTION, LITIGATION, OR PROCEEDING; AND (B) WAIVE ANY OBJECTION TO THE VENUE OF ANY ACTION OR PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

I understand and agree to all of the above statements and aware of the implications.

16. Termination: Either the Client or the Coaching Company may terminate this * Agreement at any time with 30 days written notice, or otherwise in accordance with applicable laws. Coaching Company may terminate this Agreement immediately upon notice if Client fails to pay any amount when due hereunder and such failure continues for ten (10) days after Client’s receipt of written notice of nonpayment. Following the termination of this Agreement, Client shall promptly pay Coaching Company for any outstanding amounts/fees due and owing under this Agreement in accordance with the applicable payment terms and the Refund & Cancellation Policy. For further clarity, termination of this Agreement shall not serve to relieve the Client of their obligation to pay for the Services purchased. The provisions of this section, as well as any other provision that must survive in order to give proper effect to its intent, survive the expiration or termination of the Agreement.

I understand and agree to all of the above statements and aware of the implications.

17. Limited Warranty: Coaching Company warrants that it shall perform the * Services (a) using personnel of skill, experience, and qualifications; and (b) in a timely, workmanlike, and professional manner. COACHING COMPANY (a) MAKES NO WARRANTIES EXCEPT FOR THOSE SET OUT ABOVE; AND (b) DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND FREE AND CLEAR TITLE. Coaching Company’s sole and exclusive liability and Client’s sole and exclusive remedy for breach of the limited warranty set out in this Section shall be for Coaching Company to use commercially reasonable efforts to cure any such breach. 

I understand and agree to all of the above statements and aware of the implications.

18. Limited Liability: IN NO EVENT SHALL COACHING COMPANY BE LIABLE * TO CLIENT OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SERVICE PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE AGGREGATE OF $100.00 OR THE AMOUNTS PAID OR PAYABLE TO SERVICE PROVIDER PURSUANT TO THIS AGREEMENT WITHIN LAST 60 DAYS WHICHEVER IS LESS. 

I understand and agree to all of the above statements and aware of the implications. 

19. Entire Agreement: This document reflects the entire agreement between the * Coaching Company and the Client, and reflects a complete understanding of the parties with respect to the subject matter. This Agreement supersedes any previous agreement for any previous contract or services rendered earlier with the coaching company. The parties may not amend this Agreement except by written instrument signed by the parties.

20. Severability: The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction.15) Language: The Client acknowledges, understands, agrees and confirms that the Services shall be offered and provided in English only. Further, this Agreement has been drawn up in the English language at the express request of the parties and any interpretation of such shall be in English.16) Relationship of the Parties: Coaching Company, its employees, coaches and any related subcontractors are not employees, partners, or members of Client’s company or organization. Coach has the sole right to control and direct the means, manner, and method by which the Services in this Agreement are performed. Coach has the right to hire assistants, subcontractors, or employees to provide Client with its Services. Parties are individually and separately responsible for their own business operations and expenses, including securing or paying any licensing fees, taxes, registrations, or permits. Client is not responsible for paying for any benefits, workers compensation, insurance, or unemployment fees to Coaching Company. 

I understand and agree to all of the above statements and aware of the implications.

Schedule A - Services for the following lists with the rates are published on website and subject to change. 

1) Individual Business coaching - Individual one on one .

2) Business coaching - Family business leadership.

3) Human Design Consulting : a) Living your Design Workshop (rates are per participant) b) One on One Sessions for Human Design Overview or any type of Human Design consultancy like Incarnation cross , Cycle reading or Family practice reading/consultancy .

4) BG5 - Career Design Services - All types - BG5 Career Design overview , BG5 Career consultancy packages for 3 or any number of sessions 

5) Any type of paid or Free Webinar session or Free Cafe Socials to learn about Human Design System or BG5 System. 

6) Discovery Call Session : These sessions are free one time session, however any videos or meeting recording required for these to be shared must abide by the terms and conditions listed in this agreement along with privacy policy. 

I represent and warrant I am signing this Agreement freely and willfully and not * under fraud or duress. I understand the purpose of the coaching service purchased online at shiningcompass.com from Coaching Company and also understand that I have assumed a business relationship and also understand a social relationship with any of the employees / coaches at Coaching Company shall not invalidate this Agreement. All of the above exculpatory clauses are intended to apply to any and all Services occurring during the time for which I have enrolled for the online coaching Services with Coaching Company. 

I understand and agree to all of the above statements and aware of the implications. 

Final acceptance of the agreement 

I accept all conditions of this agreement with Nanooka Innovation Inc operating as Shining Compass for service products purchased on shiningcompass.com 

Date signed: December 23, 2025