Terms and Conditions

Before we begin

This Agreement is between SPARC Associates LLC, a Vermont limited liability company, and you. It governs how we work with you, whether you come to us for coaching or mediation, take part in work SPARC is doing for your organization, enroll in one of our programs, or more than one of those at the same time.

It takes effect when you confirm it here, and it stays in effect for as long as you hold a SPARC account.

1. Who this covers

1.1 This Agreement covers every service SPARC delivers to you as an individual, including executive and leader coaching, mediation, taking part in consulting and organizational engagements, assessment and profiling, and enrollment in any program, course, workshop, certificate or diploma we deliver. It also covers you where you are the one paying for somebody else's work with SPARC, and Section 7 is the part that applies to you then.

1.2 Where SPARC has a signed contract with an organization paying for your work, that contract governs SPARC's relationship with the organization. This Agreement governs SPARC's relationship with you. The two are separate on purpose, and Section 6 explains what that separation protects.

1.3 Where a program or engagement carries additional terms specific to it, you are given those in writing and they apply alongside this Agreement. Where they conflict, the specific terms control for that program or engagement only.

2. Some terms used here

• Assessment means any instrument SPARC administers or interprets for you, including CliftonStrengths, the Leadership Circle Profile, and SPARC's own instruments.
• Cohort means the group of people enrolled in a scheduled instance of a program.
• Payer means an employer, foundation, scholarship fund, agency or other organization paying for your work with SPARC.
• Program means a course, workshop, certificate, diploma or other educational offering SPARC delivers.
• Session means a scheduled meeting between you and a SPARC practitioner.

3. What SPARC does, and what it does not do

3.1 Coaching. Coaching is a professional relationship focused on your goals and your development. SPARC practitioners follow the ethical standards of the International Coaching Federation and the Academy of Executive Coaching.

3.2 What coaching is not. Coaching is not therapy, consulting, mentoring, or advising. SPARC practitioners do not diagnose, do not make your decisions, and do not give legal, medical, financial or psychological guidance. Where what you need sits outside coaching, your practitioner will say so directly and help you identify where to go instead.

3.3 Consulting and facilitated work. In an organizational engagement you may be interviewed, take part in a facilitated session, complete a survey, or contribute to work SPARC is doing for your organization. Section 6.4 governs what happens to what you say in those settings.

3.4 Mediation. Mediation is a structured, confidential process in which a neutral third party supports two people in reaching a voluntary agreement about how they will work together going forward. It is not a forum for establishing truth or settling the past, and it is not therapy, legal counsel, arbitration or adjudication. The mediator stays neutral, does not advocate for either of you, and does not impose a solution. The written agreement that comes out of it is voluntary. It is not a legal contract unless you both choose to make it one with your own counsel, and the mediator does not advise on whether it would be enforceable. Nothing goes into it that you have not both agreed to.

3.5 Programs. Programs are educational. Completing one does not guarantee that you will pass any assessment or receive any credential. Whether a credentialing body such as the International Coaching Federation, the European Mentoring and Coaching Council, the Association for Coaching or the Academy of Executive Coaching awards you a credential is that body's independent decision.

4. What you agree to

• Come prepared and take part in good faith.
• Follow through on what you commit to, or say what got in the way.
• Tell us promptly when circumstances affecting your work with SPARC change.
• Raise concerns about your practitioner or your program directly, and early.
• Treat faculty, practitioners and fellow participants with respect, and keep what other participants share inside a group session confidential.
• Attend the sessions and modules you are enrolled in.

These obligations are yours regardless of who pays for your work.

5. What SPARC agrees to

Your practitioner agrees to:

• Prepare for sessions and be fully present in them.
• Follow your agenda.
• Uphold the ethical standards named in Section 3.1.
• Pursue ongoing supervision and professional development.
• Be honest about the limits of the work and of their own competence.
• Perform in a professional and workmanlike manner.

SPARC assigns qualified practitioners and may substitute one of comparable qualification. Where a named practitioner is material to your work and we need to change them, we will talk to you first.

6. Confidentiality

This is the section to read most closely.

6.1 The general rule. What you say to SPARC in the course of your work is confidential. We will not disclose it to any third party without your written consent, except where Section 6.7 applies or where the law requires it. In mediation, where material concerns both parties, disclosure requires the written consent of both of you.

6.6 There is no reporting channel. Nothing in your work with SPARC creates a route by which an organization can obtain an evaluation of you. A payer may not ask SPARC personnel for one, and SPARC will not provide one. This holds regardless of the payer's role in the organization or their relationship to you.

6.7 Ethical obligations. In limited circumstances a practitioner may have an ethical obligation to raise something outside your working relationship. Your practitioner will raise it with you first and give you the opportunity to act on it yourself. SPARC will not act on its own except where immediate action is needed to prevent serious harm. Where an agreed exception to confidentiality is wanted, such as a three way conversation with a sponsor, it is documented and signed before it happens.

6.8 Where you decline to act. If you disclose professional conduct that raises an ethical concern and decline to address it after a direct conversation, your practitioner may determine that continuing is no longer consistent with their own obligations, and may end the working relationship.

7. If you are paying for someone else's work

This section applies when you are the payer: the employer, foundation, fund or agency funding coaching, mediation, an assessment or a program for someone else. Everything above still applies to you as an individual using this portal. This section is what is additionally true about your position as the one paying.

7.1 What you will receive. SPARC will tell you that the work has begun and is active, who is taking part, session dates and a count of sessions or modules completed, attendance, and for a program whether it was completed.

7.2 What you will not receive. SPARC will not tell you the content of any session, the topics, disclosures or concerns raised, the practitioner's observations or impressions of the person, the results of any assessment, the terms of any mediation agreement, or any other individual detail of the engagement.

If the person authorizes it in writing, SPARC may give you a general summary of themes or progress, and in mediation, where both parties authorize it, confirmation that an agreement was reached or a summary of its themes. What such a summary would contain is discussed with them first, and the decision is theirs.

7.3 Where you want more, ask the person. Confidentiality is what makes this work possible, and SPARC will not trade it to meet a reporting expectation. A request for anything beyond Section 7.1 goes to the person themselves. They may choose to tell you whatever they wish. SPARC will not take part in that conversation unless everyone involved agrees in writing first, in a signed addendum. This holds whatever your role in the organization and whatever your relationship to the person.

7.4 There is no reporting channel. Funding someone's work does not create a route by which you can obtain an evaluation of them, and nothing in Section 7 should be read as creating one.

7.5 Ethical obligations. In limited circumstances a practitioner may have an ethical obligation to raise a matter outside the working relationship, including conduct that would breach a known policy of your organization. The practitioner will raise it with the person first and give them the chance to disclose it themselves. SPARC will not act on its own except where immediate action is needed to prevent serious harm.

7.6 Ending your sponsorship. Either of us may end the funding arrangement with written notice. That does not by itself end the work. Where the person wants to continue, SPARC will make separate arrangements with them. What happens to money already paid is in your financial document.

8. Recording

8.1 Consent. With your permission, SPARC may record sessions through Zoom or a similar platform.

8.2 Two purposes only. Recordings are used for supervision and professional development, and to help your practitioner capture accurately what was said so it can be reflected back to you. They are not used to evaluate you.

8.3 Who never sees them. Recordings are never shared with a payer, an employer, or any third party, except as Section 11 provides for accreditation review.

8.4 How long they are kept. Recordings are stored securely and deleted within thirty days of the session. Mediation recordings are deleted within fourteen days. Where a recording is required for a coaching credential or an accreditation submission, it is kept until that body completes its review and is then deleted. Anything kept beyond that point for supervision and practice improvement is de-identified.

8.5 You may decline. You may decline recording at any time, including at the start of any individual session, without affecting your work with SPARC. Saying so is enough. In a joint mediation session, recording needs both of you to agree, and if either declines the session is not recorded. Confirming this Agreement is your consent to recording on these terms, and you may withdraw that consent in writing at any time.

8.6 You may not record us. Please do not record a SPARC session without our prior written consent and the consent of everyone present.

9. Artificial intelligence

SPARC's use of AI tools is set out in the SPARC AI Use Policy, published at sparcinsights.com/privacy-policy, which forms part of this Agreement. That policy covers where SPARC uses AI, what SPARC will not use it for, training data and provider settings, human review, and your right to opt out.

Two commitments sit alongside it. All AI assisted output is reviewed by a SPARC practitioner before it reaches you. Your content is not submitted to AI platforms in a way that ties it to your identity.

You may ask SPARC not to use AI tools on your materials. Written notice to your practitioner is enough, and we will honor it.

10. Privacy and your data

10.1 SPARC handles your personal information in accordance with the SPARC Privacy Policy, published at sparcinsights.com/privacy-policy, which forms part of this Agreement.

10.2 SPARC complies with the Vermont Data Privacy Act and with other state privacy law that applies to its operations. If you live in a state with a comprehensive consumer privacy law, you have the rights that law grants you, including rights to access, correct or delete personal information, subject to the exceptions that law allows. To exercise them, write to connect@sparcinsights.com.

10.3 SPARC is a Vermont limited liability company and is not an educational institution subject to the Family Educational Rights and Privacy Act. Nothing in this Agreement creates a record protected by that Act. If you are taking part through an organization that is itself subject to it, your relationship with that organization may be governed by it. Your relationship with SPARC under this Agreement is not.

10.4 You will be asked whether you want to receive marketing communications from SPARC. You may withdraw that consent at any time through the unsubscribe link in our emails or by writing to connect@sparcinsights.com.

11. Accreditation bodies

Where your program is accredited, SPARC may share participation data with the accrediting body for accreditation review and quality assurance. That can include your name and contact information, written feedback, assessed work and, where the body requires it, audio or video recordings. The bodies that apply to your program are named in your program materials, and they handle what they receive under their own confidentiality obligations.

This is the one route by which material from your work reaches a third party without a separate written permission from you, and it applies only to accredited programs.

12. Scheduling, notice and attendance

12.1 Scheduling. Session length, frequency and platform are agreed between you and your practitioner at the start of your work and scheduled through SPARC's booking system.

12.2 Notice. Please give at least forty eight hours' notice to cancel or reschedule a session. Your practitioner will give you the same notice and will reschedule promptly where the change is on our side. What a late cancellation costs, where it costs anything, is in your financial document.

12.3 Attendance on programs. Programs are built as continuous arcs, and each module assumes the conversations and practice that came before it. You are expected to attend every module and assessment day live, with your cohort, from beginning to end. Where something makes that impossible, tell your program manager before the absence so the missed content can be planned for. Make up windows, transfers and deferrals are described in your program materials.

13. Conduct

Your participation is subject to the SPARC Code of Conduct, published at sparcinsights.com/privacy-policy, which forms part of this Agreement. It covers attendance, preparation, mutual respect, cohort confidentiality, recording, session etiquette, and what happens where it is materially breached. Material breach may end your participation.

14. Accommodations

SPARC's commitment to inclusion and the process for requesting a reasonable accommodation are set out in the SPARC Inclusion and Accommodations Policy, published at sparcinsights.com/privacy-policy, which forms part of this Agreement. SPARC complies with Title III of the Americans with Disabilities Act and with applicable Vermont and federal accessibility law.

15. In person sessions

15.1 If you have a medical condition or an accessibility requirement relevant to an in person session, please tell us in writing at least ten days beforehand.

15.2 At a venue SPARC does not operate, responsibility for on site health and safety, including first aid and emergency procedures, rests with the venue operator. SPARC exercises reasonable care in choosing venues.

15.3 SPARC will take reasonable steps to support your safety during a session, including helping you reach emergency medical services where that is needed.

16. Materials and intellectual property

16.1 SPARC's frameworks, curricula, instruments and materials, and those of the Academy of Executive Coaching where a program is delivered under license, remain the property of SPARC, the Academy of Executive Coaching, or their licensors.

16.2 SPARC grants you a personal, non exclusive, non transferable license to use the materials you are given for your own learning and professional development. Please do not copy, distribute, modify, sell or commercially exploit them without our written consent.

16.3 You own the original work you produce in response to assignments, such as reflective writing or practice plans. You grant SPARC and, where relevant, the Academy of Executive Coaching a non exclusive, royalty free license to use anonymized extracts of that work for assessment, calibration, accreditation and faculty development.

16.4 After completing a program you may describe yourself accurately as a graduate of it. Please do not use SPARC or Academy of Executive Coaching names, logos or marks in a way that suggests we endorse your own services, without our written consent.

16.5 An organization cannot give permission on your behalf for the use of your name, image, likeness or words. Any such use requires your own written release, and you may withdraw it for future use at any time.

17. Vendor trademarks and disclosures

Some of the instruments used in SPARC's work carry vendor imposed trademark, copyright and licensing obligations. The disclosures below apply wherever those instruments are referenced or delivered, including in reports, summaries, materials and conversations.

For SPARC's full vendor compliance posture, see sparcinsights.com/privacy-policy.

18. Ending the relationship

Either of us may end your coaching or mediation relationship at any time with written notice. In mediation, either party or the mediator may end it. Where your practitioner judges that the work is no longer serving you, or that a mediation has reached an impasse further sessions are unlikely to resolve, they will say so directly and help you identify next steps. What happens to money already paid is in your financial document.

If the organization paying for your work stops paying, that does not by itself end your work with SPARC. Where you want to continue, we will make separate arrangements with you.

Program enrollment ends as described in your program materials.

19. No guarantee, and not professional advice

SPARC delivers services and supports your development. SPARC does not guarantee any specific professional, business or personal outcome, and does not guarantee any credential. Coaching, mediation, consulting and education are professional services whose results depend on much that sits outside SPARC's control.

Nothing SPARC provides is legal, medical, financial, tax or psychological advice. Please consult a qualified professional where you need that.

20. Limitation of liability

20.1 To the fullest extent Vermont law permits, SPARC's total liability to you arising out of or relating to this Agreement, whether in contract, in tort including negligence, under warranty or otherwise, will not exceed the total amount paid to SPARC for the services delivered to you.

20.2 To the fullest extent Vermont law permits, SPARC is not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost business, lost earnings, lost data or loss of goodwill.

20.3 Nothing in this section excludes or limits liability for death or personal injury caused by SPARC's negligence, for fraud or fraudulent misrepresentation, for a breach of Section 6, or for any other liability that cannot be limited by law.

21. Concerns and complaints

21.1 Raise a concern about how your work is being delivered with your practitioner, faculty member or program manager first, and as early as you can.

21.2 If that does not resolve it, write to connect@sparcinsights.com. We will acknowledge your complaint and respond within seven business days.

21.3 If our response does not satisfy you, write to mathew@sparcinsights.com, setting out the original complaint and why you are escalating it. SPARC will issue a final written decision within seven business days.

21.4 This process does not affect your rights under Section 22 or Section 23.

22. Disputes

22.1 Talk first. Before either of us starts an arbitration, the one with the complaint gives the other written notice describing the dispute and a proposed resolution, and we both try in good faith to resolve it by direct discussion for at least thirty days from the date that notice is received.

22.2 Binding arbitration. Any dispute, claim or controversy arising out of or relating to this Agreement or SPARC's services that is not resolved under Section 22.1 will be resolved by binding arbitration administered by the American Arbitration Association under its Consumer Arbitration Rules then in effect, except as this section modifies them. The Federal Arbitration Act governs the interpretation and enforcement of this arbitration agreement.

22.3 Where. The arbitration is seated in Washington County, Vermont. It may be conducted by video conference at the arbitrator's discretion. If you live outside Vermont, the arbitrator may move any in person hearing to a location convenient to both of us.

22.4 What the arbitrator may do. The arbitrator may award any remedy available in court under Vermont law, subject to the limits in this Agreement. The award is final and may be entered in any court of competent jurisdiction.

22.5 Class action waiver. YOU AND SPARC EACH AGREE THAT ANY DISPUTE WILL BE BROUGHT IN AN INDIVIDUAL CAPACITY ONLY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one person's claims and may not preside over any representative or class proceeding. If this Section 22.5 is found unenforceable, the whole of Section 22 is void and the rest of this Agreement remains in effect.

22.6 Jury trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND SPARC EACH KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE THAT IS NOT REQUIRED TO BE ARBITRATED UNDER THIS SECTION 22.

23. Vermont consumer protection

23.1 Nothing in this Agreement waives any right or remedy given to you by the Vermont Consumer Protection Act or by any other federal or state consumer protection law that applies to you and cannot be waived by contract.

23.2 If you believe SPARC has materially misrepresented a service, its delivery or its accreditation status, write to connect@sparcinsights.com so we can investigate and put it right.

24. Changes to this Agreement

SPARC may update this Agreement. Where we do, we will ask you to confirm the new version the next time you sign in, and we will tell you what changed. Until then, what you confirmed is what governs. A change does not apply retroactively to work already delivered and paid for, unless the law requires it or we both agree in writing.

25. General

25.1 Force majeure. Neither of us is liable for delay or failure to perform caused by circumstances beyond reasonable control, including natural disaster, severe weather, epidemic, public health order, governmental action, war, civil unrest, labor action and utility or telecommunications failure. Where an in person session is prevented, SPARC will offer a virtual alternative or a new date.

25.2 Governing law. Vermont law governs this Agreement, without regard to conflict of laws principles.

25.3 Venue. For any dispute that Section 22 does not require to be arbitrated, we each consent to the exclusive jurisdiction of the state courts of Washington County, Vermont, and the United States District Court for the District of Vermont.

25.4 Severability. If a provision is unenforceable, the rest stays in effect and that provision is reformed only as far as needed to make it enforceable.

25.5 No waiver. Not enforcing a provision on one occasion does not waive it.

25.6 Notices. Notices may be given by email. Notices to SPARC go to connect@sparcinsights.com. Notices to you go to the email address on your SPARC account.

25.7 Entire agreement. This Agreement, together with the policies it names, is the whole of the agreement between you and SPARC on the subjects it covers, and it supersedes the earlier coaching agreement, mediation agreement, coaching sponsor agreement, mediation sponsor agreement and program terms of service you may have confirmed. It does not affect any financial document, and it does not affect any contract between SPARC and an organization.

SPARC Associates LLC, Randolph, Vermont. connect@sparcinsights.com