MADANES TRAINING & CERTIFICATION AGREEMENT (GLOBAL)
This Madanes Training & Certification Agreement (the “Agreement”) is entered into by and between:
Madanes School, including Madanes, Madanes Assessments, and any affiliated or successor entities, platforms, and intellectual property holders (“Madanes School”),
and
the individual and/or entity accessing, enrolling in, or participating in any Madanes School training, certification program, learning platform, or related content
(“Participant”).
All prices are expressed in United States Dollars (USD).
The terms “tests” and “assessments” are used interchangeably throughout this Agreement.
PREAMBLE
Madanes School is the exclusive owner and operator of proprietary methodologies, assessment systems, training programs, certification tracks, and related intellectual property, including but not limited to the Madanes EnneaRoles framework and associated platforms.
This Agreement governs the legal relationship between Madanes School and any individual or entity that is granted access to Madanes School trainings, certifications, learning platforms, materials, or content, on a global basis.
This Agreement defines the terms and conditions under which access is granted, as well as the restrictions, obligations, and protections applicable to such access, regardless of certification outcome.
Nothing in this Agreement shall be construed as granting any ownership interest, partnership, joint venture, or employment relationship between the Participant and Madanes School.
SECTION 0 — SCOPE, APPLICABILITY, AND ACCEPTANCE
0.1 Scope of Application
This Agreement applies to any individual or entity who, directly or indirectly:
• enrolls in, accesses, audits, observes, or participates in any Madanes School training, course, program, workshop, certification track, or learning experience, whether online or in person;
• is granted access to the Madanes online campus, learning platform, recorded modules, live sessions, mentoring sessions, supervision, or related materials;
• participates in Level 1 (L1), Level 2 (L2), Level 3 (L3), or any other current or future Madanes School program, regardless of completion or certification status;
• completes, partially completes, withdraws from, or is denied certification; and/or
• holds or has previously held any Madanes certification or practitioner status.
Certification status is not a condition for the applicability of this Agreement.
0.2 Acceptance by Access
Access to any Madanes School training, platform, content, or materials constitutes full and binding acceptance of this Agreement.
Acceptance occurs upon the earliest of the following events:
• enrollment in a Madanes School program;
• access to the online campus or learning materials;
• attendance at any live or recorded training, mentoring, or supervision session; or
• execution of an electronic or physical acceptance mechanism (including but not limited to a checkbox, digital signature, or continued use of the platform).
No signature is required for this Agreement to be enforceable, and the Participant waives any requirement of a handwritten or wet signature.
0.3 Binding Effect Regardless of Outcome
The obligations, restrictions, and protections set forth in this Agreement apply:
• regardless of whether the Participant completes the program;
• regardless of whether the Participant becomes certified;
• regardless of whether certification is granted, declined, suspended, or revoked; and
• regardless of the Participant’s future relationship with Madanes School.
All obligations survive program completion, withdrawal, or termination as expressly stated herein.
SECTION 1 — DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below. These definitions apply uniformly throughout this Agreement and shall be interpreted broadly to protect Madanes School’s intellectual property, confidential information, and proprietary methodologies.
1.1 “Madanes School”
“Madanes School” means the entity operating under the Madanes name, including its founders, owners, licensors, affiliates, subsidiaries, contractors, platforms, and any entity holding rights to the Madanes methodologies, assessments, training programs, certifications, or intellectual property.
1.2 “Participant”
“Participant” means any individual or entity that accesses, enrolls in, audits, observes, participates in, or otherwise engages with any Madanes School training, certification program, learning platform, content, or materials, whether or not such individual ultimately becomes certified.
1.3 “Certification” / “Certified Practitioner”
“Certification” means the formal designation granted by Madanes School confirming that a Participant has met specific program requirements and is authorized to perform limited, expressly defined activities.
“Certified Practitioner” means a Participant who has been formally granted certification by Madanes School at any level (including but not limited to L1, L2, L3).
For the avoidance of doubt, Certification status does not alter or limit the applicability of this Agreement.
Certification is granted solely at the discretion of Madanes School and may be conditioned, limited, suspended, or revoked in accordance with Madanes School policies.
1.4 “Program”
“Program” means any Madanes School training, course, certification track, workshop, mentoring process, supervision process, learning experience, or structured educational offering, whether delivered online, in person, synchronously, or asynchronously.
1.5 “Platform” / “Online Campus”
“Platform” or “Online Campus” means any digital environment operated or authorized by Madanes School through which Participants access content, including learning management systems, assessment platforms, dashboards, portals, or related infrastructure.
1.6 “Madanes Materials” / “Protected Content”
“Madanes Materials” and “Protected Content” include, without limitation, all content, knowledge, and materials provided, disclosed, or made accessible by Madanes School, whether directly or indirectly, including but not limited to:
• recorded or live training sessions, modules, lessons, workshops, and certifications;
• video, audio, written, visual, graphical, and digital materials;
• presentations, slides, documents, exercises, assignments, and examples;
• mentoring sessions, supervision sessions, Q&A sessions, demonstrations, explanations, and case discussions;
• methodologies, models, systems, frameworks, taxonomies, architectures, and conceptual structures;
• assessment designs, algorithms, interpretive logics, reports, and debriefing protocols;
• analytical approaches, heuristics, decision criteria, integration methods, and application logic;
• know-how related to how Madanes School interprets, integrates, and applies data in individual, team, organizational, or systemic contexts.
All Madanes Materials constitute confidential, proprietary, and trade secret intellectual property of Madanes School.
1.7 “Intellectual Property” or “IP”
“Intellectual Property” means all copyrights, trademarks, service marks, trade names, trade secrets, know-how, moral rights, database rights, and any other proprietary rights, whether registered or unregistered, worldwide, including all derivatives and extensions thereof.
1.8 “Derivative Works”
“Derivative Works” means any work, product, service, system, model, framework, assessment, methodology, course, tool, or output that is based on, derived from, inspired by, informed by, or functionally similar to Madanes Materials, in whole or in part, regardless of the degree of transformation, abstraction, or modification applied.
1.9 “Artificial Intelligence” or “AI”
“Artificial Intelligence” or “AI” means any machine learning system, language model, neural network, algorithmic system, automated reasoning system, or similar technology, including but not limited to large language models (LLMs), generative AI systems, custom GPTs, internal AI tools, or third-party AI platforms.
1.10 “Authorized Use”
“Authorized Use” means the strictly limited, revocable permission granted under this Agreement to use Madanes Materials solely for the purposes expressly permitted herein, and for no other purpose.
1.11 “Confidential Information”
“Confidential Information” means all non-public information disclosed by Madanes School, whether oral, written, visual, or digital, including Madanes Materials, Protected Content, IP, and any information that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
1.12 “Commercial Use”
“Commercial Use” means any use intended to generate revenue, value, goodwill, competitive advantage, professional positioning, or commercial benefit, whether directly or indirectly.
1.13 “Competing Product or Service”
“Competing Product or Service” means any product, service, system, assessment, framework, AI tool, or methodology that competes with or substitutes for Madanes School offerings, in whole or in part.
SECTION 2 — GRANT OF ACCESS AND LIMITED LICENSE
2.1 Grant of Access
Subject to acceptance of this Agreement and continued compliance with its terms, Madanes School grants the Participant a limited, revocable, non-exclusive, non-transferable right to access the Program, Platform, and Madanes Materials solely for the purposes of personal training and education within the scope of the Program, within the scope of the Program, and solely through direct human participation, without use of automated systems or third-party tools.
Access is granted strictly for learning and training purposes and does not constitute a sale, assignment, or transfer of any rights in the Madanes Materials or Intellectual Property.
2.2 No Transfer of Ownership
Nothing in this Agreement shall be construed as granting the Participant any ownership interest in the Madanes Materials, Protected Content, or Intellectual Property.
All rights not expressly granted are reserved exclusively by Madanes School.
2.3 Limited License
Madanes School grants the Participant a limited, revocable license to use Madanes Materials solely as follows:
• to study and understand the materials as part of the Program; and
• if and only if formally certified, to administer authorized Madanes assessments and deliver assessment debrief sessions strictly in accordance with Madanes School protocols.
No other use is permitted.
2.4 No Implied Rights
No license, right, or permission shall be implied by silence, omission, past practice, or course of dealing.
Participation in discussions, mentoring sessions, Q&A sessions, or informal exchanges does not expand the scope of authorized use.
2.5 Certification Does Not Expand License
Certification status does not grant broader rights.
Certified Practitioners remain subject to all restrictions set forth in this Agreement, including limitations on use, confidentiality obligations, and prohibitions on derivative works and competitive use.
Any additional rights must be granted expressly in writing by Madanes School.
2.6 Right to Revoke Access
Madanes School reserves the right, in its sole discretion, to suspend or revoke access to the Program, Platform, or Materials at any time upon:
• suspected or actual breach of this Agreement;
• misuse of Madanes Materials; or
• conduct deemed harmful to Madanes School, its IP, or its ecosystem.
Revocation of access does not relieve the Participant of obligations that survive termination.
Madanes School shall have no obligation to provide prior notice before exercising such suspension or revocation.
2.7 No Reliance / No Expectation of Continuity
The Participant acknowledges that access to the Program or Platform may change, evolve, or be discontinued.
No reliance interest is created by participation, and Madanes School makes no guarantee of continued availability of any specific content, format, or feature.
SECTION 3 — INTELLECTUAL PROPERTY OWNERSHIP, NO DERIVATIVE WORKS, AND NON-COMPETITIVE USE
3.0 No Right to Compete
Nothing in this Agreement authorizes the Participant to compete with Madanes School or to create alternative, substitute, or competing products, services, assessments, frameworks, or AI systems, whether alone or with/for third parties. Any such activity constitutes a material breach of this Agreement. The Participant acknowledges that any unauthorized use of the Madanes Intellectual Property may expose the Participant and/or third parties to liability.
3.1 Ownership of Intellectual Property
All right, title, and interest in and to the Madanes Materials, Protected Content, methodologies, systems, models, frameworks, assessments, taxonomies, training content, and related know-how (collectively, the “Madanes Intellectual Property”) are and shall remain the exclusive property of Madanes School.
This includes, without limitation, all present and future versions, modifications, enhancements, extensions, and evolutions thereof.
No ownership rights are transferred to the Participant under this Agreement.
3.2 No Derivative Works
The Participant shall not, directly or indirectly, create, develop, assist in the creation of, or contribute to any derivative work based on, derived from, inspired by, or functionally similar to the Madanes Intellectual Property, for themselves and/or third parties, or by themselves and/or with third parties, whether or not such work is modified, transformed, abstracted, or combined with other materials.
Derivative works include, without limitation:
• adaptations, translations, summaries, abstractions, or reformulations;
• alternative assessments, models, frameworks, or methodologies;
• hybrid systems combining Madanes elements with other models or personal IP;
• AI-driven tools, agents, copilots, or automated systems that rely on Madanes logic;
• training programs, certifications, courses, or workshops incorporating Madanes concepts beyond authorized use.
3.3 Prohibition on AI Training and Automated Systems
The Participant is strictly prohibited from using any Madanes Intellectual Property, in whole or in part, as input, prompt material, training data, reference data, fine-tuning material, grounding source, or “knowledge building block” for any artificial intelligence, machine learning, algorithmic, or automated system.
This prohibition applies to, without limitation:
• general-purpose AI tools (e.g., ChatGPT or similar);
• custom or private AI models;
• internal corporate AI tools;
• third-party platforms or vendors;
• future technologies of similar nature.
3.4 No Competitive or Substitutive Use
The Participant may not use the Madanes Intellectual Property to:
• develop competing or substitute products, services, or assessments;
• replicate or approximate the functional outcomes of Madanes systems;
• position themselves as having created an original system materially informed by Madanes content;
• enable third parties to compete with Madanes School.
Competitive intent is not required for a breach to occur.
3.5 No Foundational Component Use
The Participant shall not use Madanes Intellectual Property as a foundational component, building block, reference architecture, or conceptual substrate for any independent initiative, whether commercial or non-commercial.
This includes internal experimentation, pilots, prototypes, or proof-of-concept projects.
3.6 No Evolution, Improvement, or Adaptation Claims
The Participant shall not claim, imply, or position themselves as:
• evolving, improving, extending, or modernizing the Madanes methodology;
• contributing enhancements, corrections, or alternative interpretations; or
• collaborating in the development of future Madanes products without an explicit written agreement.
Absent such written agreement, any such claims are unauthorized and prohibited.
3.7 Independent Development Disclaimer
The Participant acknowledges that any independently developed work must be entirely independent of Madanes Materials and must not rely on knowledge, insight, or understanding gained through the Program.
The burden of proof of independence rests solely with the Participant.
3.8 No Reverse Engineering
The Participant shall not attempt to analyze, deconstruct, reverse engineer, or infer the underlying architecture of the Madanes Intellectual Property for purposes other than expressly authorized use.
3.9 Survival
All obligations under this Section 3 shall survive termination, expiration, or cessation of participation in the Program indefinitely.
SECTION 4 — CONFIDENTIALITY, TRADE SECRETS, AND NON-DISCLOSURE
4.1 Confidential Information
For the purposes of this Agreement, “Confidential Information” includes, without limitation, all Madanes Intellectual Property and Protected Content, as well as any non-public information disclosed or made available to the Participant by Madanes School, whether orally, visually, digitally, or in written form.
Confidential Information includes, but is not limited to:
• training content, modules, recordings, live sessions, and discussions;
• internal methodologies, processes, reasoning, and analytical approaches, whether explicit or implicit;
• examples, case discussions, demonstrations, and mentoring guidance;
• strategic, commercial, operational, or technical information related to Madanes School.
4.2 Trade Secrets Acknowledgment
The Participant expressly acknowledges that the Madanes Intellectual Property includes trade secrets within the meaning of applicable trade secret laws, including but not limited to the U.S. Defend Trade Secrets Act (DTSA) and analogous international statutes.
The economic value of such trade secrets derives from their confidentiality and from the fact that they are not generally known or readily ascertainable.
The Participant agrees to take all reasonable steps required under applicable law to preserve the secrecy of such trade secrets.
4.3 Non-Disclosure and Prohibition on Granting Access
The Participant shall not, directly or indirectly, disclose, share, transmit, describe, explain, summarize, or otherwise make available any Confidential Information to any third party. This includes, without limitation, sharing login credentials, access codes, or allowing any third party to access the Platform or Materials through the Participant’s account.
This prohibition applies to all third parties, including but not limited to:
• spouses, partners, family members, or friends;
• colleagues, employers, clients, or business partners;
• consultants, engineers, developers, designers, or researchers;
• AI systems, software tools, platforms, or service providers.
“No disclosure” includes informal conversations, advisory discussions, brainstorming, feedback-seeking, or validation-seeking of any kind.
4.4 No Use for External Consultation or Validation
The Participant shall not use Confidential Information to seek advice, validation, feedback, or opinions from third parties, whether technical, academic, commercial, or personal.
This includes framing Madanes content hypothetically, abstractly, or “without attribution” for purposes of discussion.
4.5 Duty of Care
The Participant shall exercise the highest degree of care reasonably expected in the protection of Confidential Information and shall take all necessary measures to prevent unauthorized access, disclosure, or misuse.
Such measures shall be no less rigorous than those used by the Participant to protect their own confidential information of similar importance.
4.6 Duration of Confidentiality
The confidentiality obligations set forth in this Section apply during the Participant’s involvement in the Program and shall survive indefinitely after termination, withdrawal, completion, or certification, without time limitation.
4.7 Remedies for Breach
The Participant acknowledges that any breach of this Section may cause irreparable harm to Madanes School for which monetary damages may be inadequate.
Accordingly, Madanes School shall be entitled to:
• immediate injunctive relief without the requirement of posting a bond;
• equitable remedies;
• recovery of damages; and
• recovery of reasonable legal fees and enforcement costs, to the extent permitted by law.
All remedies are cumulative and in addition to any other rights or remedies available at law or in equity.
4.8 No Waiver
Failure by Madanes School to enforce any confidentiality provision shall not constitute a waiver of future enforcement or of any other rights under this Agreement.
SECTION 5 — LIMITED LICENSE, PERMITTED USE, AND REVOCATION
5.1 Limited License Grant
Subject to full compliance with this Agreement, Madanes School grants the Participant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Madanes Intellectual Property solely for the purposes explicitly authorized herein.
No ownership, assignment, or broader license is granted, whether expressly or by implication.
This license is personal to the Participant and may not be exercised by any other person or entity.
5.2 Permitted Use (Strictly Narrow)
The Participant is permitted to use Madanes Materials only for the following purposes:
• personal learning and internal comprehension of the Madanes framework , solely for the Participant’s own education and without externalization;
• completion of the specific training activities required within the Program;
• delivery of authorized Madanes assessment debrief sessions only after formal certification, and only in accordance with Madanes protocols.
Any use beyond the above is strictly prohibited.
5.3 Explicit Prohibitions
Without limitation, the Participant shall not, directly or indirectly:
• use the materials to design, prototype, or inspire any product, service, model, framework, assessment, or methodology;
• apply the materials to coaching, consulting, advisory, or leadership work outside authorized assessment debriefs;
• integrate Madanes knowledge into personal IP, professional offerings, or third-party initiatives;
• adapt, abstract, or “reinterpret” Madanes concepts for other contexts;
• treat the Program as foundational training for any independent system, company, or AI initiative.
Intent, framing, or claimed transformation of the materials is irrelevant. Functional similarity constitutes breach.
5.4 No Implied Rights
No rights are granted by implication, estoppel, usage of trade, or course of dealing.
Participation in discussions, mentoring sessions, Q&A calls, or informal conversations does not expand the scope of permitted use.
5.5 Revocation of License
Madanes School may revoke the Participant’s license immediately and without prior notice upon:
• any actual or suspected breach of this Agreement;
• misuse or attempted misuse of Madanes Materials;
• conduct that poses a risk to Madanes Intellectual Property, methodology, or commercial interests; or
• termination, withdrawal, suspension, or completion of the Program.
Upon revocation, all rights granted herein immediately cease.
Revocation shall not give rise to any right to refund, compensation, or damages.
5.6 Post-Revocation Obligations
Upon revocation or termination of access, the Participant must:
• immediately cease all use of Madanes Materials;
• permanently delete all digital copies, transcriptions, summaries, compilations or derivative materials;
• destroy any physical copies or notes;
• certify, upon request, that such deletion and destruction has been completed.
5.7 No Reliance
The Participant acknowledges that access to the Program does not constitute reliance, entitlement, or expectation of future access, collaboration, certification, commercial opportunity, or partnership.
5.8 Survival
The limitations, prohibitions, and revocation provisions set forth in this Section shall survive termination or expiration of this Agreement indefinitely.
SECTION 6 — PRACTITIONER PRACTICE
This Section governs the professional practice of Participants who have been formally granted Certification and who elect to act as Certified Practitioners, without limiting the applicability of any other provision of this Agreement.
6.1. Use of the Platform and Credits
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The CERTIFIED PRACTITIONER must log into the Madanes platform to create projects for their clients, including individual or group assessments.
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To download reports, the Certified Practitioner must have sufficient credits in their account. Each credit allows the download of one report, and the credit value is defined in Appendix 1: "Pricing Table by Quantity and Commissions for the Certified Practitioner."
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Credits can be purchased by the Certified Practitioner or by their clients. Madanes will issue an invoice to the appropriate party.
6.2. Use of Brand
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The CERTIFIED PRACTITIONER is authorized to use the "MADANES' CERTIFIED PRACTITIONER" logo in their signature and marketing materials solely during the period in which Certification remains active.
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The Certified Practitioner is not authorized to use the EnneaRoles and/or Madanes logos for the creation of any materials, products, or services. This includes, but is not limited to, advertising, promotions, merchandise, courses, or any other material that may be distributed or sold. Misuse of the EnneaRoles or Madanes trademark or logo may result in the immediate termination of this agreement and potential legal action by Madanes School.
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No co-branding, logo modification, or implied endorsement by Madanes School is permitted.
6.3. Commercial Relationship
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The CERTIFIED PRACTITIONER is not an employee of Madanes School and there is no dependent relationship.
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The CERTIFIED PRACTITIONER will operate as an independent contractor, with no rights to compensation or additional payments beyond commissions for assessment sales.
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Commissions will only be paid to the CERTIFIED PRACTITIONER once Madanes School has received payment for the assessments and/or other services provided.
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Nothing herein creates a partnership, joint venture, fiduciary duty, exclusivity, or employment relationship.
6.4. Payment Methods
The following examples are illustrative only and non-binding. Prices and commissions are governed exclusively by Appendix 1.
The CERTIFIED PRACTITIONER has two options to receive their income from the sale of assessments:
6.4.1 Commission Charge:
The Practitioner will receive a percentage of the total revenue generated from assessment sales to their clients, based on the number of tests sold and the corresponding price stipulated in Appendix 1 ("Table of Sales Prices and Commission Percentages for the CERTIFIED PRACTITIONER"). For example, if they sell 200 assessments at $80 (see appendix for updated prices) each, the total revenue would be $16,000. The Practitioner will receive 16% of this amount ($2,560) once Madanes has received payment from the client.
The fees are tax-free and net of withholdings; that is, Madanes should receive the full amount of $16,000, regardless of any local taxes. Madanes will then transfer the corresponding percentage to the Practitioner as stipulated in the table. The Practitioner will bear the costs associated with bank transfers and other transaction-related expenses.
6.4.2 Discount Purchase:
The Practitioner may choose to purchase assessments directly from Madanes School at a discount, depending on the quantity purchased, as indicated in column "6" of Appendix 1. For example, if they purchase 200 assessments, the price will be $67 per unit, totaling $13,400. The Practitioner can then sell these assessments to their clients at a price of $80 per unit, making a profit of $2,560 on the difference.
In both modalities, the Practitioner will receive their commissions or benefits when the payment has been made by the client or Practitioner, respectively.
6.4.3 Commission Calculation
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The Certified Practitioner will receive commissions for each sale made, calculated based on the volume of each individual sale, according to the percentages stipulated in Appendix 1 ("Table of Sales Prices and Commission Percentages for the Certified Practitioner"). For example, if you sell 200 assessments, you will be paid 16% of the total value of that sale, regardless of other transactions.
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It's important to note that commissions are calculated on each individual sale, not on the cumulative total of multiple sales within a period. If a Practitioner makes five sales of 200 assessments each, a 16% commission will be applied to each individual sale. The commission percentage corresponding to a cumulative volume, such as the 14% that would apply to a single sale of 1,000 assessments, will not be applied.
6.5. Payment Policy
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Payments: Settlements will be made once a minimum accumulated amount of $200 is reached.
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Options for the accumulated balance :
The Practitioner will have the option to:-
Receive the corresponding payment, subject to the transfer deadline detailed in the following point.
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Leave the accumulated balance as credit for the purchase of future licenses.
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Transfer period :
The payment will be transferred to the Practitioner within a maximum of 45 days from the payment request. -
Accumulated balances do not accrue interest.
6.6 Business Projects and Rates
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Madanes School regularly collaborates on projects with companies that may require the formation of teams of Certified Practitioners to deliver assessment debriefs at a high volume. These projects can also be initiated by a Practitioner. For these projects (whether generated by Madanes School or by a Practitioner), Madanes School recruits Certified Practitioners according to the project's needs and pays them a fee that may vary depending on the scope and characteristics of the specific project. If a Practitioner initiated the project, Madanes will provide the Practitioner recruitment service free of charge to the Practitioner managing the project.
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The fees paid to the Practitioners invited will depend on the level of the Certified Practitioner, with the following categories: L1 (Practitioner): Standard fee. L2 (Master Practitioner): Higher fee compared to L1. L3 (Master Coach): The highest fee, reserved for those with Master Coach certification from Madanes.
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The project fee will be offered to the Practitioner before the start of each project, as an offer that the Practitioner may accept or decline without any obligation to participate in said projects.
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Madanes School reserves the right to adjust fees based on the size and scope of each project.
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Madanes School makes no guarantee of project availability or assignment.
6.7. Professional conduct of the CERTIFIED PRACTITIONER
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Maintain the confidentiality of your clients' information and the integrity of the use of the platform and assessments.
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To ensure that all representation and promotion of EnneaRoles is carried out in an ethical and professional manner.
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Comply with all applicable laws, ethical standards, and professional regulations in the jurisdictions where services are provided.
6.8. Responsibilities of the CERTIFIED PRACTITIONER
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The CERTIFIED PRACTITIONER acts on his own behalf and not as an agent of Madanes School in all his interactions and negotiations with clients.
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Consequently, the CERTIFIED PRACTITIONER is solely responsible for any problems, claims, or demands arising in connection with the services provided to their clients.
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Madanes School will not be responsible for the actions of the CERTIFIED PRACTITIONER or for any consequences arising from these actions.
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The Certified Practitioner is not authorized to issue any communication, statement, or letter on behalf of Madanes School, nor to imply in any way that such actions are endorsed or approved by Madanes School. Failure to comply with this clause may result in the immediate termination of this agreement and other possible legal consequences.
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The Certified Practitioner shall indemnify and hold harmless Madanes School from claims arising from the services provided to clients.
6.9. Access to consulting services from Madanes School
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If the Practitioner wishes to hire Madanes School for support in their projects, they can do so by requesting support from our Consulting department to obtain a quote in each case.
6.10 Limitation of Technical Responsibility
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Madanes School is committed to providing technical support for the assessment platform within a fast and reasonable timeframe. This support can be accessed through the Madanes customer support team at support@madanesschool.com. Practitioners and their clients may contact this support team directly if they wish.
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The Certified Practitioner acknowledges and accepts that technical malfunctions, delays, or service interruptions may occur, including but not limited to server downtime, connectivity issues, or other technical circumstances beyond Madanes School's control. Madanes School will make every effort to restore services as quickly as possible but will not be liable for any consequences arising from such malfunctions, delays, or interruptions, nor for any harm or loss the Certified Practitioner may suffer as a result of these issues.
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The platform is provided on an “as is” and “as available” basis.
7. Update of Terms and Prices
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Madanes School reserves the right to update the platform's terms and conditions and this agreement, as well as to modify the prices of its products and services. Such modifications shall become effective upon the Participant’s written acceptance or continued use of the Platform after the notice period.
If the Participant does not accept the modifications, Madanes School may terminate this Agreement without penalty.
8. Integrity of the Appendix
Appendix 1 ("Table of Sales Prices and Commission Percentages for the Certified Practitioner") is an integral and inseparable part of this agreement. All conditions stipulated in said appendix shall apply to the Certified Practitioner and shall be subject to the same provisions and terms of this agreement.
9. Validity and Termination
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This Agreement will remain in effect until terminated by either party with 30 days’ prior written notice.
Madanes School may terminate this Agreement immediately in the event of any breach.
Termination shall not affect rights or obligations that by their nature are intended to survive termination.
10. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Israel, without regard to conflict of laws principles.
11. Jurisdiction and Venue
Any dispute, claim, or controversy arising out of or in connection with this Agreement, its interpretation, performance, or enforcement shall be subject to the exclusive jurisdiction of the competent courts of Tel Aviv–Jaffa, Israel.
The Participant irrevocably submits to such jurisdiction and venue.
12. Termination Effects and Survival
Termination or expiration of this Agreement shall not affect any rights, obligations, or provisions which by their nature are intended to survive termination, including but not limited to provisions relating to intellectual property, confidentiality, trade secrets, non-competition, non-derivative use, limitation of liability, governing law, jurisdiction, and remedies.
13. Entire Agreement
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, communications, or understandings, whether oral or written, including but not limited to emails, messages, conversations, mentoring sessions, or informal discussions.
14. Severability
If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a competent court, such provision shall be enforced to the maximum extent permissible, and the remaining provisions shall remain in full force and effect.
15. Assignment
The Participant may not assign, transfer, delegate, or sublicense this Agreement, in whole or in part, without the prior written consent of Madanes School.
Madanes School may assign or transfer this Agreement freely, including in connection with a corporate restructuring, merger, acquisition, sale of assets, or change of control.
16. Force Majeure
Madanes School shall not be liable for any failure or delay in performance resulting from events beyond its reasonable control, including but not limited to acts of war, terrorism, armed conflict, governmental actions, natural disasters, labor disputes, power or internet outages, or other force majeure events.
17. Language and Prevailing Version
This Agreement is drafted in English.
Any translation is provided for convenience only.
In the event of any inconsistency or discrepancy, the English version shall prevail.
18. Notices
Any notice or communication required or permitted under this Agreement shall be deemed properly given if sent by email to the address provided by the Participant during registration or enrollment, and to Madanes School at its designated support or administrative email address, as updated from time to time.
Notices shall be deemed received on the date of transmission.
19. No Waiver
The failure of Madanes School to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision, nor shall any single or partial enforcement preclude further enforcement of such or any other provision.
20. Headings
Section headings are included for convenience only and shall not affect the interpretation of this Agreement.
