This Coach Partnership Agreement (this “Agreement”) is entered into between:
Velta, a sole proprietorship of Cristiane Aparecida de Amorim Miranda registered in the Province of Ontario, Canada, operating from 213 Pineglen Crescent, Kitchener, Ontario N2R 0G2 (“Velta”); and
You, the individual or business identified in your Coach Account (“Coach”).
By creating a Coach Account and clicking “I agree,” you enter into this Agreement.
Coach is engaged as an independent contractor operating an independent business. Nothing in this Agreement creates an employment, partnership, joint venture, agency, or franchise relationship between Coach and Velta. Coach is not entitled to employee benefits, employment insurance, vacation pay, statutory holidays, or any other employee entitlement under the Ontario Employment Standards Act, 2000 or any other labour or employment legislation.
Coach determines independently: (a) when and how much to work, (b) the methodology and content of workout programs, (c) how to communicate with members within the parameters set by the Coach Code of Conduct, and (d) whether to accept or decline subscriptions. Coach uses their own equipment (computer, camera, internet connection).
This Agreement is non-exclusive. Coach may sell coaching services elsewhere, subject to the non-circumvention provisions in Section 10.
Coach is solely responsible for: (a) registering their own business if required, (b) obtaining any required professional licences, (c) collecting and remitting any applicable sales tax (GST/HST) on their share of subscription revenue, (d) reporting and paying income tax, and (e) making any required contributions to the Canada Pension Plan. Coach agrees to indemnify Velta against any claim by a tax authority arising from Coach's failure to comply with this Section.
Coach will provide personalised fitness coaching services to members who subscribe through the Platform, including: assigning workouts, reviewing uploaded exercise videos, providing written feedback, and communicating through in-Platform chat.
Coach will stay within the scope of fitness coaching and will not: (a) diagnose, treat, or advise on any medical condition, (b) provide prescribed diet plans or individualised nutrition advice unless Coach holds a recognised, current dietitian/nutritionist credential valid in the member's province of residence, (c) provide any other regulated professional service (physiotherapy, medicine, psychology) unless Coach is separately licensed and operates outside the Platform for that service.
Coach will acknowledge new member subscriptions within 48 hours and respond to member messages within 72 hours. Coach may mark themselves as “Away” during planned absences; Velta may pause new-subscription acceptance during away periods.
Coach represents and warrants that they have the skill and experience to deliver the services safely and at a standard expected of a competent fitness professional in Canada.
Coach will provide Velta with a list of certifications (e.g., canfitpro, NASM, ACE, NSCA), education, and specialties during onboarding. Coach represents that every declared credential is accurate, current, and in good standing.
Velta may, at any time, request documentary proof of any credential. Coach agrees to provide the proof within 10 business days. Velta is not obliged to verify and may rely on Coach's self-declaration; that reliance does not diminish Coach's responsibility under Section 11.
Any materially false declaration is grounds for immediate termination under Section 13 and, at Velta's option, cancellation of outstanding payouts related to the affected subscriptions.
As a condition of accepting paid subscriptions, Coach will obtain and maintain a valid Professional Liability / General Liability insurance policy (examples: canfitpro Trainer Insurance (included with the ~CAD $110/year canfitpro membership), Apollo Insurance, Zensurance, or equivalent) with a minimum limit of CAD $2,000,000 per claim. Typical annual cost is CAD $180–$300. Coach will upload a current certificate of insurance before accepting the first paid subscription and at each annual renewal.
Coach may accept members in the 7-day free trial without the certificate of insurance uploaded, but the certificate must be on file before the trial converts to a paid subscription, failing which Velta may suspend the Coach's listing.
If Coach's insurance lapses, Coach will notify Velta within 48 hours and will not accept new paid subscriptions until coverage is restored.
Velta operates a tiered pricing model. Coach selects one available tier from the tiers offered by Velta. The tiers in effect on the effective date of this Agreement are:
All prices are in Canadian dollars and exclusive of applicable sales tax (GST/HST). Velta may adjust tiers or prices from time to time with 30 days' written notice; Coach may move to a new tier or terminate this Agreement if unsatisfied with the change.
Member subscriptions are sold through the Platform. Velta processes payment through Stripe Connect and facilitates the transaction as a marketplace.
For each paid subscription a member maintains with Coach, Velta retains forty percent (40%) of the net subscription fee (after refunds and chargebacks) as its platform fee, and Coach receives sixty percent (60%) as earned coaching fees.
Payouts are made through Stripe Connect directly to Coach's connected Stripe account. Coach may select Coach's preferred payout cadence (on-demand, weekly, or monthly) directly in Coach's Stripe Express or Stripe Connect dashboard. Coach must maintain a Stripe Connect account in good standing with a Canadian bank account as the payout destination.
For the current term, Velta will absorb Stripe's standard per-transaction processing fees. Velta may change this allocation with 60 days' notice.
If a subscription is refunded or charged back, Velta will recover the full amount (including Coach's share) from future payouts or by invoicing Coach directly.
Coach may request, no more than once per quarter, a statement of revenue attributed to Coach. Velta will provide the statement within 10 business days.
Coach owns the intellectual property in the workout programs, exercise descriptions, coaching notes, and written feedback Coach creates on the Platform (“Coach Content”).
Coach grants Velta a worldwide, royalty-free, non-exclusive licence to host, store, display, reproduce, and transmit the Coach Content on the Platform solely to deliver the Service to members subscribed to Coach, and to retain archival copies for legal, tax, and regulatory purposes (minimum seven years per CRA record-retention obligations).
On termination, Coach may export Coach Content Coach created. Velta will retain archival copies per Section 7.2 but will not use the exported content for any new coaching delivery after termination.
Velta retains the right to keep the record of workouts assigned to a given member (including references to Coach Content) so the member retains continuity of their training history, even after Coach leaves the Platform.
The Platform, including all software, interfaces, branding, matching algorithms, exercise library, and any content authored by Velta, is owned by Velta. This Agreement grants Coach no rights to the Platform except the limited licence to use it to perform Services.
Member personal information (identity, health flags, injuries, videos, progress photos, chat logs) belongs to the member and is controlled by Velta under the Privacy Policy. Coach will not (a) export, copy, or retain member data outside the Platform, (b) use member data for any purpose other than delivering coaching, or (c) contact members outside the Platform except using contact details the member has voluntarily provided for a specific off-Platform purpose.
Coach grants Velta a licence to use Coach's name, likeness, biography, credentials, and Coach-approved profile photos in Platform listings and Velta marketing materials during the term of this Agreement and for 12 months after. Coach may revoke specific marketing use by written notice; Velta will remove the item within 30 days.
Coach agrees that, during the term of this Agreement and for 12 months after termination (the “Restricted Period”), Coach will not directly or indirectly: (a) solicit any member introduced to Coach through the Platform to transact off-Platform, (b) accept payment for coaching services from such member outside the Platform, or (c) induce such member to end their Velta subscription to continue coaching off-Platform.
This Section does not apply to a member Coach can demonstrate was engaging Coach for paid coaching services before the member signed up for Velta.
Coach and Velta agree that the damage to Velta from a breach of Section 10.1 is difficult to quantify precisely. As a genuine pre-estimate of loss, for each member in respect of whom Coach breaches this Section, Coach will pay Velta liquidated damages equal to twelve (12) months of the platform fee Velta would have earned on that member's subscription at Coach's then-current tier. The parties agree this amount is a reasonable pre-estimate and not a penalty.
Coach acknowledges that breach of this Section may cause irreparable harm and that Velta may seek injunctive relief, in addition to liquidated damages, from the courts of Ontario.
This Section is a non-solicitation / non-circumvention clause, not a non-compete. Coach remains free to solicit members not introduced through the Platform and to market services to the public at large.
Coach will defend, indemnify, and hold harmless Velta and its proprietor from any claim, loss, liability, or expense (including reasonable legal fees) arising from: (a) Coach Content, (b) Coach's acts or omissions in delivering services, (c) Coach's breach of this Agreement or the Coach Code of Conduct, (d) misrepresentation of Coach's credentials, (e) injury or harm to a member attributed to Coach's guidance, or (f) Coach's failure to collect or remit taxes.
Velta will defend, indemnify, and hold harmless Coach from any claim by a third party that the Platform itself (as distinct from Coach's Content) infringes the third party's intellectual-property rights. This indemnity is capped at twelve (12) months of platform fees retained by Velta from Coach's subscriptions.
Neither party is liable to the other for indirect, consequential, special, exemplary, or punitive damages. Except for Coach's indemnification obligations under Section 11.1 and Coach's liquidated damages under Section 10.3, each party's aggregate liability is capped at twelve (12) months of platform fees retained by Velta from Coach's subscriptions. Nothing in this Section limits liability for death or personal injury caused by negligence, or for fraud or fraudulent misrepresentation.
This Agreement is effective upon acceptance and continues until terminated.
Either party may terminate for any reason on 30 days' written notice.
Velta may terminate immediately for: (a) material breach of this Agreement or the Coach Code of Conduct, (b) credential misrepresentation, (c) safety or misconduct incident, (d) lapse of required insurance, (e) repeated member complaints, or (f) legal or regulatory requirement.
On termination: (a) Coach's profile is removed from the marketplace, (b) existing member subscriptions may be wound down on reasonable notice, (c) Velta will pay Coach any earned and undisputed fees through the final payout, less any owed refunds, chargebacks, or liquidated damages, and (d) Sections 6.4, 7, 8, 10, 11, 12, 14, and 16 survive termination.
Each party may receive non-public business information from the other. The receiving party will use reasonable care to keep the information confidential and will not use it except to perform this Agreement. This obligation survives termination for three (3) years; trade secrets remain protected indefinitely.
Coach represents and warrants that:
This Agreement is governed by the laws of the Province of Ontario and the laws of Canada applicable therein. The parties submit to the exclusive jurisdiction of the courts of Ontario for any dispute arising from or relating to this Agreement, except that Velta may seek injunctive relief in any court of competent jurisdiction to enforce Section 10.
By clicking “I agree” on the Coach onboarding flow, or by signing below, Coach accepts this Agreement.