# TraitTune Business Terms — Coaching for Companies **In plain words.** Your company buys coaching from TraitTune, Inc.: one vendor, one contract, one invoice, whichever coach your people pick. You pay the coach's listed price plus any tax, never a fee on top. Charges and statements read "TraitTune" and never name a coach. You see team totals for groups of three or more, not who saw whom. A payment you reverse without cause stays owed, and new company-paid bookings pause until it is settled. --- ## 0. Acceptance The owner or admin accepts these Business Terms for the company by ticking the box and pressing **Save payment method** on the company payment setup screen. By doing so they confirm that they are authorised to bind the company. The accepted version, the person, the date and time are recorded and can be opened from the company's billing settings. These Business Terms sit alongside TraitTune's Terms of Service (which govern the Team workspace and TraitTune's software) and TraitTune's Data Processing Addendum (the **DPA**), which TraitTune provides from privacy@traittune.com and in the company payment setup before acceptance, and which is incorporated by reference and accepted in the same step, together with its annexes and the Standard Contractual Clauses it incorporates. TraitTune processes no personal data the Company provides under these Business Terms until that acceptance is recorded. --- ## 1. Parties and definitions - **TraitTune** — TraitTune, Inc., a Delaware corporation, 1007 N Orange St, 4th Floor 3460, Wilmington, Delaware 19801, United States; billing@traittune.com; legal@traittune.com; +1 (833) 785-2999. - **Company** — the business that owns the Team workspace and accepts these terms. Consumers may not buy under these terms. - **Admin** — the Company's owner or admin in the Team workspace. - **Member** — a person holding a seat in the Company's Team workspace. - **Growth Budget** — the amount per Member per week or month that the Company makes available under the rules it sets in TraitTune. - **Coaching** — live, non-clinical coaching Sessions sold by TraitTune and delivered by a Practitioner. - **Session**, **Package** — one coaching session; a bundle of Sessions bought together. - **Practitioner** — an independent coach engaged by TraitTune to deliver Sessions. - **Session Price** — the Practitioner's price per Session. - **Software** — TraitTune's own digital products (AI, tests, reports), paid with Usage Credits under the Terms of Service, not under these Business Terms. --- ## 2. What the Company buys 2.1 **TraitTune is the seller.** The Company buys Coaching from TraitTune, Inc. TraitTune is the seller and merchant of record of every Session: one vendor, one contract and one invoice or receipt, whichever Practitioner a Member works with. The Company has no contract with any Practitioner for Coaching bought under these terms. 2.2 **Practitioners are TraitTune's contractors.** TraitTune engages Practitioners as independent contractors, verifies their identity and listed qualifications, and remains responsible to the Company for the Coaching it sells. 2.3 **Non-clinical only.** Coaching is not therapy, counselling as a health service, medical or psychological diagnosis or treatment, or a substitute for them. Nutrition and wellness coaching is habit coaching for healthy adults: no individualised diet to treat a condition and no laboratory tests are ordered or interpreted through TraitTune, and no individualised nutrition assessment or meal plan is provided. Practitioners who hold a health licence coach only, under a coaching-only addendum. TraitTune does not offer clinical services through TraitTune. 2.3A **Practitioner insurance.** TraitTune requires every Practitioner to hold professional liability insurance of at least US$1,000,000 each claim and US$1,000,000 in the annual aggregate, and does not sell a Practitioner's Sessions without a valid certificate on file. This does not limit TraitTune's own responsibility to the Company. 2.4 **Members choose.** A Member chooses a Practitioner and buys a Package within their Growth Budget without the Company's approval. When the budget is not enough, a Member may ask for more (Section 6.3). 2.5 **Software is separate.** Usage Credits pay only for TraitTune's own Software. They cannot be used for Coaching, and Coaching is never paid in Usage Credits. --- ## 3. One budget, two kinds of spend The Company sets one Growth Budget per Member. A Member's spend is recorded against it whether it is Software (paid from the Company's Usage Credits) or Coaching (charged under these terms). The Company is charged for Coaching under Section 5; the budget is the limit, not a prepayment. --- ## 4. Price and fees 4.1 **What the Company pays for a Package** = the Session Price × the number of Sessions, plus any applicable sales tax or VAT. That is the same price the Practitioner's catalog shows to everyone. No fee is added to it. The full amount the Company pays, including any tax, counts against the Member's Growth Budget. 4.2 **TraitTune's share comes out of the Session Price.** When the Company first reached that Practitioner through TraitTune (its directory, marketplace, search or matching), TraitTune keeps 20 % of the Session Price and pays the rest to the Practitioner. When the Practitioner brought the Company to TraitTune (the Company is the Practitioner's own client), TraitTune keeps no fee and the Practitioner pays only the payment service for taking the payment and paying them. Either way the Company pays the same Session Price. Which applies is recorded once, at the Company's first contact with that Practitioner through TraitTune, and does not change. Paying through the Growth Budget never changes it. It matters to the Company only for the conversion fee in Section 4.6. 4.3 **Price shown before purchase.** The Member sees the price in the Company's currency before buying; the Admin sees the rules and the totals described in Section 7. 4.4 **Price changes.** A Practitioner's price change applies only to Packages bought after the change. A change to TraitTune's share never changes the price the Company pays. 4.5 **Taxes.** Prices exclude taxes. TraitTune adds sales tax where it is registered and Coaching is taxable. For a Company established in the EU, the United Kingdom, Switzerland or another country with a business reverse-charge rule, TraitTune collects and checks its VAT or GST ID and issues an invoice stating that the Company accounts for the tax (reverse charge); the Company accounts for VAT. A Company that does not give a valid ID is treated as the law requires. The Company gives TraitTune any exemption certificate before purchase. The Company pays without withholding any tax; if the law requires it to withhold, it increases the payment so that TraitTune receives the full amount it would have received without the withholding. 4.6 **Conversion fee.** If, within 12 months after the Company first reached a Practitioner through TraitTune, the Company contracts with that Practitioner directly for coaching, it pays TraitTune 20 % of the fees it pays that Practitioner in the first 12 months of that direct contract. This applies only where the Company is that Practitioner's TraitTune Client (a client TraitTune brought), and it is a fee owed by the Company alone; it does not depend on, and is not reduced by, any fee the Practitioner owes TraitTune under its own agreement. --- ## 5. How the Company pays 5.1 **Card (v0).** The Admin saves a company card once. TraitTune charges it off-session, without further approval, each time a Member buys a Package within their budget. Card details go to Stripe; TraitTune never sees or stores the full card number. 5.2 **Payment authorisation.** By saving the card, the Company authorises TraitTune to charge it for each Package a Member buys under the Company's Growth Budget rules, for the amount in Section 4.1, until the Admin removes the card or changes the rules. Each charge appears as "TraitTune" on the statement. 5.2A **US bank account (ACH debit) and bank transfer.** The Admin may instead save a US business bank account. By accepting the debit authorisation shown when it is saved (a corporate (CCD) mandate), the Company authorises TraitTune, through Stripe, to debit that account for each Package as in Section 5.2, until the Admin revokes it in Team settings, which takes effect for Packages bought after that. The Company may also pay by bank transfer into its TraitTune balance; each Package then draws on that balance. A debit is final only when it has settled; TraitTune may wait for settlement before the Package's Sessions are paid to the Practitioner, but the Member can book at once. 5.3 **Invoice and prepaid deposit (when offered).** TraitTune may offer monthly invoicing on net-30 terms (ACH credit, wire or card) or a prepaid deposit drawn down per Package. A deposit is an amount TraitTune owes the Company until used and is refundable on termination under Section 11.4. A deposit pays only for TraitTune's own Coaching and Software and is never paid to a Practitioner or any other person at the Company's direction. 5.4 **Late payment.** An overdue invoice bears interest at the lower of 1 % per month and the highest lawful rate, from the due date. 5.5 **Returned payments and disputes.** A returned or reversed payment does not discharge an amount otherwise lawfully due. Only that outstanding amount remains payable, after applying refunds, credits and valid service defences; a reversal alone does not create a debt. Stripe's dispute fee is payable by the Company only where the Company disputed a charge it owed without first contacting billing@traittune.com, and never where the dispute was caused by TraitTune's error or breach. While a genuine unpaid balance remains, Members cannot buy new company-paid Packages; Sessions already booked are still delivered. 5.6 **No pay-over-time.** Buy-now-pay-later methods are not available for company purchases. --- ## 6. Sessions, changes and refunds 6.1 **When a Session is used.** A Session is used when it is held, or when the Member cancels or reschedules later than the Practitioner's notice period (0–72 hours, shown before booking) beyond any free late reschedules, or has not joined 15 minutes after the scheduled start. A late change does not use the Session if the Practitioner fills the slot with another booking. 6.2 **If the Practitioner misses.** If a Practitioner cancels late or does not attend, the Session is not used. If a Practitioner cannot continue, the Member may move the unused Sessions to another Practitioner they choose; otherwise TraitTune refunds the unused Sessions (the Session Price paid for them) to the Company as a credit in the next monthly statement, without naming the Member or the Practitioner. 6.3 **Asking for more.** A Member's request for more budget shows the approver only the Member's name, the amount, a category the Member chooses (development, coaching or skills) and the date. Before submitting, the Member is told: "Your approver will see your name, the amount, the category you pick and the date." 6.4 **Unused Sessions.** Packages do not expire while the Member holds a seat. When a Member leaves or the Company ends the Growth Budget, the Member may use the unused Sessions of an open Package for 90 days. After that, TraitTune refunds the remaining Sessions (the Session Price paid for them) to the Company as a credit in the monthly statement, without naming the Member. 6.5 **Other refunds.** Except as stated in this Section 6 or required by law, payments for used Sessions are not refundable. Disputes about a Session's quality go to billing@traittune.com; TraitTune answers within 5 business days and decides within 14 days. A refund is paid to the Company as a credit, without naming the Member or the Practitioner. 6.6 **Paying out credits.** Any refund credit under this Section 6 that no further invoice or charge will absorb (for example when these terms end) is paid to the Company within 30 days. --- ## 7. Privacy and what the Company sees 7.1 **The Company does not see who saw whom.** TraitTune never tells the Company which Practitioner a Member chose, the topic, what was said, any notes, test results or recordings, or how a Member spent their budget, except the attendance count in Section 7.3 and the request view in Section 6.3. 7.2 **Aggregates only.** The Company sees: the rules it set per seat; and, per month, figures for groups of at least three people (people with a budget, budget, spend, returns, people who used it, spend by category, requests for more). A figure that would describe fewer than three people is not shown. All Coaching spend is reported in the "development" category only. 7.3 **The one person-level signal.** For company-paid development Sessions only, the Company's owners and admins (never team leads) see a per-person count of late cancels and of no-shows in the last 90 days. Never the Practitioner, topic, date or reason. Members are told before they book. For Members based in the EEA, the United Kingdom or Switzerland, the count is off unless an owner turns it on in Team settings and confirms that the Company has informed and, where the law requires, consulted or obtained the agreement of employee representatives (for example a works council), and has documented why it needs the count. 7.4 **Statements.** Charges read "TraitTune" and name no Practitioner. TraitTune issues an invoice or receipt for each charge, listing Packages without Practitioner names (in the EU and UK with the reverse-charge wording and the Company's VAT ID); a monthly statement on the 1st with only the aggregates in Section 7.2 and totals; and an annual spend summary in January. Each is emailed to the Admins and is available to download at any time in **Team settings → Billing → Documents**. The emails are on by default and an Admin can switch each one off; the documents stay available. 7.5 **The Company will not try to identify Members' coaching** — for example by cross-referencing calendars, expense data or small groups — and will not ask a Practitioner or a Member about it. 7.6 **Data protection.** For Member data the Company provides (names, emails, seats, budget rules), the DPA applies and TraitTune is the Company's processor. For Coaching, TraitTune processes Member data as an independent controller under its Privacy Policy, not on the Company's instructions. --- ## 8. Company responsibilities 8.1 The Company tells Members about the Growth Budget accurately and does not require any Member to use Coaching or to disclose it. Whether a Member takes TraitTune assessments or uses Coaching has no effect on the Member's budget, role or treatment. 8.2 The Company does not use Coaching, TraitTune results or attendance counts as the sole basis for an employment decision, and complies with employment and anti-discrimination law. 8.3 The Company keeps the Admin accounts secure and promptly removes people who should no longer have access. 8.4 **Employee representatives.** The Company has met any duty to inform or consult employee representatives about the Growth Budget and, where turned on, the attendance count. 8.5 **Acceptable use.** The Company does not use TraitTune for covert monitoring of Members, and does not offer or require Coaching as a disciplinary measure. --- ## 9. Warranties and disclaimers 9.1 TraitTune will provide Coaching through Practitioners it has verified, with reasonable skill and care, and in line with the offer descriptions. 9.2 TraitTune does not promise any particular outcome from Coaching. Except as stated, Coaching and the platform are provided as is, and TraitTune disclaims implied warranties to the extent the law allows. 9.3 The Company warrants that the Admin who accepts these terms may bind it, that it is a business buying for business purposes, and that it has a lawful basis to give TraitTune the Roster Data (the names, work email addresses, roles and team membership of Members that the Company adds to its Team workspace). --- ## 10. Liability and indemnities 10.1 Neither party is liable for indirect or consequential loss, lost profits or lost business. 10.2 Each party's total liability under these Business Terms is limited to the greater of (a) the amounts paid and payable by the Company for Coaching in the 12 months before the claim and (b) US$50,000. 10.3 For a breach of Section 7 or of the DPA, TraitTune's total liability is limited to the greater of three times the amount in Section 10.2 and US$250,000. 10.4 The limits in this Section do not apply to: either party's obligation to pay amounts properly due, including the Company's payments and TraitTune's obligation to return unused deposits, refund Sessions, repay overcharges or pay credits due under Section 6 (these are debts, not capped damages); either party's fraud or wilful misconduct; the indemnities in Section 10.5; or liability that cannot be limited by law. 10.5 **Indemnities.** TraitTune will defend the Company against a third-party claim that TraitTune's platform infringes intellectual property, and pay the resulting damages. The Company will defend TraitTune against a third-party claim arising from the Company's use of TraitTune reports or attendance counts in an employment decision, or from roster data the Company provided without a lawful basis, and pay the resulting damages. --- ## 11. Term and termination 11.1 These Business Terms apply while the Company has a saved payment method or an open Package. 11.2 The Company may end them by removing its payment method and turning off Coaching in the Growth Budget rules. Open Packages are handled under Section 6.4. 11.3 TraitTune may end them on 30 days' notice, or immediately for non-payment that is not cured within 10 days of notice, sanctions, or a material breach. 11.4 On termination TraitTune refunds any unused prepaid deposit within 30 days. --- ## 12. Changes TraitTune gives the Admin at least 30 days' notice by email and in the app of a material change. The new version must be accepted before the next new company-paid Package after the effective date; until then, no new Packages can be bought, and existing Packages continue under the version in force when they were bought. --- ## 13. General 13.1 **Governing law and forum.** Delaware law governs these Business Terms. The state and federal courts located in Delaware have exclusive jurisdiction. **Each party waives trial by jury.** 13.2 **Notices.** To the Admin's email; to TraitTune at legal@traittune.com. 13.3 **Assignment.** Neither party assigns without consent, except to a successor of its business. 13.4 **Order of precedence.** A signed MSA or Order Form, then these Business Terms, then the Terms of Service. The DPA prevails on data protection. 13.5 **Compliance.** Each party complies with anti-bribery and sanctions laws (OFAC, EU, UK) that apply to it. Neither party is liable for a delay caused by events beyond its reasonable control. 13.6 **Publicity.** TraitTune does not use the Company's name or logo without its consent. 13.7 **Confidentiality.** Each party keeps the other's non-public business information confidential, uses it only for these Business Terms, and protects it with reasonable care, for 3 years after these terms end (indefinitely for Member data, which Section 7 and the DPA govern). This does not cover information that is public, already known, independently developed or lawfully received from someone else, or a disclosure the law requires after notice where lawful. 13.8 **Intellectual property.** TraitTune keeps all rights in the platform, assessments, reports and brand; the Company gets a non-transferable right to use them for its Members while these terms last. The Company keeps its own data. TraitTune may use feedback without obligation. 13.9 **Independent parties; no third-party beneficiaries.** The parties are independent contractors. No Member or Practitioner has rights under these Business Terms, except that Members may rely on Sections 7.1, 7.5 and 8. 13.10 **Entire agreement, severability, survival.** These Business Terms with the DPA and the Terms of Service are the entire agreement on their subject. An unenforceable provision is enforced as far as the law allows and the rest stands. Sections 4.6, 5.4, 5.5, 6.4, 7, 10, 11.4 and 13 survive termination. 13.11 **Electronic acceptance and notices.** These terms are accepted and notices are given electronically; that is a signed writing for every law that requires one. ---