DRAFT. Prepared 2026-08-08 without external legal review. To compensate, every clause is deliberately drafted on the most consumer-protective setting available. Administrative actions required before these terms go live are tracked in 00-OWNER-CHECKLIST.md. Do not sell the Coaching Add-on until the placeholders are filled and the checklist items marked pre-launch are done.
1:1 Coaching Add-on Agreement
Nocturnal Studios Founder Programme
Effective from: 2026-08-12 Current version published at: https://nocturnalstudios.app/legal
1. What this Agreement is
1.1 Relationship to the Membership Agreement. This Agreement forms part of, and is governed by, the Membership Agreement (Terms of Service) for the Nocturnal Studios Founder Programme, published at https://nocturnalstudios.app/legal (the "Membership Agreement"). Capitalised terms used here have the meanings given in clause 2 of the Membership Agreement and are not repeated. Terms defined in this document apply to the Coaching Add-on only.
1.2 Seller. The seller under this Agreement is Caglar (Charly) Tekin, sole proprietor, Altmannstrasse 16, 9012 St. Gallen, Switzerland, trading as Nocturnal Studios ("we", "us", "Nocturnal Studios"). Contact: support@cyvril.com.
1.3 Precedence. Where this Agreement and the Membership Agreement conflict on the subject of the Coaching Add-on, this Agreement prevails. On every other subject the Membership Agreement prevails.
1.4 Members only. The Coaching Add-on is sold only to existing Members who hold a Founder Seat. It cannot be bought on its own, and it cannot be bought before or at the same time as a Founder Seat is purchased. If your Membership ends, this Agreement ends with it, subject to clause 9.
2. Definitions used in this Agreement
2.1 "Coaching Add-on" means the 1:1 coaching service described in clause 3.
2.2 "Coach" means Caglar (Charly) Tekin personally.
2.3 "Session" means a scheduled one-to-one video call between you and the Coach, of 60 minutes.
2.4 "Delivery Milestone" means your first published video that meets the monetization eligibility criteria of the platform on which it is published, as agreed with the Coach at the Kickoff Session and recorded in the Coaching Plan.
2.5 "Coaching Plan" means the short written plan the Coach produces at the Kickoff Session, recording your starting position, the Delivery Milestone, the intended cadence, and the agreed scope.
2.6 "Weekly Phase" means the phase described in clause 3.2.
2.7 "Founder Line" means the standing access described in clause 3.3.
3. What you are buying
3.1 Bounded, not unlimited. The Coaching Add-on is personal coaching by the Coach, bounded to a deliverable. It is not unlimited coaching and it is not lifetime coaching. What you are buying is described in clauses 3.2 and 3.3 and nothing beyond that.
3.2 The Weekly Phase. From the Kickoff Session, you receive one Session per week with the Coach until you reach the Delivery Milestone. The Weekly Phase ends when the Delivery Milestone is reached. There is no fixed number of Sessions in the Weekly Phase: if you get there in six weeks, the Weekly Phase is six Sessions; if it takes longer because you are doing the work, the Sessions continue. Clause 5 sets out what happens if the Weekly Phase stalls because you are not.
3.3 The Founder Line. After the Delivery Milestone is reached, the Weekly Phase converts into a standing Founder Line: a direct written channel to the Coach for questions about your projects and your channel, with a response during our normal working days, plus one Session per quarter on request. The Founder Line runs for as long as your Membership is active, subject to clause 8 and to clause 9.
3.4 What a Session is for. Sessions are for reviewing your work, planning your next release, critiquing your videos and thumbnails, working through your channel strategy, and unblocking you on the Software and the methods taught in the Programme.
3.5 What the Coaching Add-on is not. The Coaching Add-on does not include: producing, editing, mixing, mastering, rendering or publishing your work for you; managing your channel or your accounts; access to the Coach's own accounts, credentials, distribution or audience; promotion of your work on our channels; introductions we are not willing to make; legal, tax, financial, accounting or medical advice; any guarantee of any commercial result (see clause 10).
3.6 The Coach is a person. Coaching is delivered by the Coach personally and not by an assistant, a delegate or an AI. This means it is capacity-limited, that the number of Coaching Add-ons sold in any period is capped by us, and that clause 6 (rescheduling) and clause 12 (illness and unavailability) matter.
4. Price and payment
4.1 Price. The Coaching Add-on costs USD 1,500 as a one-time fee, unless your Order Confirmation states otherwise.
4.2 Payment. Payment is taken in full at purchase, or in two equal payments where we offer that option and your Order Confirmation records it. Where a two-payment option is used, the second payment falls due 30 days after the first and clauses 3 and 4 of the Payment Plan Addendum apply to it, with the substitution that references to the Founder Seat price are read as references to the Coaching Add-on price.
4.3 Taxes and currency. Clause 9 of the Membership Agreement applies.
4.4 Not included in the Founder Seat. The Coaching Add-on is separate from and additional to the Founder Seat. It is expressly excluded from "Lifetime" under clause 6.5 of the Membership Agreement, and it does not extend, renew or alter the Minimum Term.
4.5 Tax we did not charge is ours. The price in clause 4.1 is what you pay. If tax is due on your purchase and we did not collect it at checkout, we bear it and we will not invoice you for it afterwards.
5. Getting started, and what we each have to do
5.1 Kickoff. You book the Kickoff Session within 30 days of purchase. At the Kickoff Session the Coach agrees the Delivery Milestone with you and writes the Coaching Plan.
5.2 What we do. We hold the Sessions, keep to the cadence in clause 3.2, review the work you submit before each Session, and answer the Founder Line during normal working days.
5.3 What you do. Coaching only works if you do the work between Sessions. You agree to: attend Sessions you have booked; submit the work agreed at the previous Session at least 24 hours before the next one; and act on the agreed next steps.
5.4 If the work stops. If you miss the agreed work for three consecutive Sessions, the Coach may pause the Weekly Phase and move you to the Founder Line until you are ready to resume. We will tell you in writing before we do this, and you can restart the Weekly Phase at any time while your Membership is active by telling us you are ready, at no additional cost.
5.5 Fair use of the Founder Line. The Founder Line is a direct line to one person. It is for questions about your projects and your channel. It is not a general-purpose assistant, it is not a replacement for the Programme's Community or Course Content, and it is subject to fair and reasonable use. Where use is materially out of proportion, we will say so and agree a workable pattern with you rather than cut you off.
6. Scheduling, rescheduling and lapse
6.1 Booking. Sessions are booked through the scheduling link we give you, in the slots the Coach makes available. Slots are offered across a working week in Central European Time; we will make reasonable efforts to accommodate your time zone but we cannot guarantee a slot at any particular hour.
6.2 Rescheduling by you. You may reschedule a Session at no cost if you give at least 24 hours' notice. A rescheduled Session should be taken within 14 days.
6.3 Late cancellation and no-show. A Session cancelled with less than 24 hours' notice, or not attended within 10 minutes of its start time without notice, counts as delivered. We will still try to find you a replacement slot where our capacity allows, but we are not obliged to.
6.4 Booking lapse. If you do not book any Session for 60 consecutive days during the Weekly Phase, and do not respond to two written reminders from us, the Weekly Phase pauses and you move to the Founder Line under clause 5.4. Nothing is forfeited: you can restart at any time while your Membership is active.
6.5 No expiry of what you bought. The Coaching Add-on does not expire on a fixed date and unused Sessions are not forfeited by the passage of time alone. What ends the Coaching Add-on is set out in clauses 8 and 9.
6.6 Rescheduling by us. If the Coach has to move a Session, we will give you as much notice as we can and offer a replacement slot within seven days. A Session moved by us never counts as delivered.
7. Recording and confidentiality
7.1 Recording. Sessions are recorded only where you and the Coach both agree, and the recording is shared with you for your own use. You may not publish, share or distribute a Session recording.
7.2 Your confidential information. We treat what you tell us in a Session, including your figures, plans, contracts and personal circumstances, as confidential. We will not disclose it outside our business, and we will not name you or your channel as an example without your separate written consent.
7.3 Our confidential information. Clause 12.5 and clause 13 of the Membership Agreement apply to everything shared in Sessions and on the Founder Line: the methods, templates, prompts, figures and materials the Coach shares with you are for your own use and must not be redistributed.
7.4 Intellectual property. Clause 12 of the Membership Agreement applies. You own your Outputs and your work; we own our methods, materials, templates and the Software.
8. Ending the Coaching Add-on
8.1 By you. You may stop using the Coaching Add-on at any time. Clause 9 sets out the refund position.
8.2 By us for conduct. We may end the Coaching Add-on immediately, with notice, on any of the grounds in clause 21.3 of the Membership Agreement, and additionally where continuing the coaching relationship has become untenable because of abusive, threatening or persistently disrespectful behaviour towards the Coach.
8.3 On the end of Membership. If your Membership ends for any reason, the Coaching Add-on ends at the same time.
8.4 If we discontinue the Programme. If we permanently discontinue the Programme under clause 6.3 of the Membership Agreement before you have reached the Delivery Milestone, we will refund a fair proportion of the Coaching Add-on fee, calculated by reference to the Sessions delivered against the Sessions reasonably anticipated in the Coaching Plan, or complete the Weekly Phase in any event, at your election.
9. Refunds and withdrawal
9.1 Statutory withdrawal for EU and UK consumers. If you are a consumer resident in the European Union or the United Kingdom, you have a statutory right to withdraw from this Agreement within 14 days of its conclusion, and we honour it. Tell us at support@cyvril.com by any clear statement before the 14 days expire. We will refund all payments received without undue delay and in any event within 14 days.
9.2 Sessions taken during the withdrawal period. At checkout you are asked to expressly request that coaching begin immediately, during the 14-day withdrawal period. If you make that request, take one or more Sessions, and then withdraw, you owe a proportionate amount for the coaching actually supplied up to the moment you told us you were withdrawing. We calculate that amount by reference to the Sessions delivered against the Sessions reasonably anticipated in the Coaching Plan, or, where no Coaching Plan yet exists, against a reasonable estimate of the full engagement. Before we deduct anything we will show you the calculation in writing, including the number of Sessions we have counted and the per-Session value we have used. Where no Session has been held, no deduction is made at all and you are refunded in full. Where the basis for a deduction is unclear or you tell us it is unfair, we resolve the doubt in your favour, and if we cannot show you a fair basis we refund you in full. Your Order Confirmation and the pre-contractual information state an indicative number of Sessions so that you can see the calculation basis before you buy.
9.3 Universal 14-day cancellation right. Clause 11.6 of the Membership Agreement applies to the Coaching Add-on. Whoever you are and wherever you live, if you buy as a consumer you may cancel this Agreement within 14 days of purchase, however the sale was concluded, including where you bought during a telephone call or a video call. If no Session has been held, you receive a full refund of everything you have paid, with no deduction. If a Session has been held, clause 9.2 applies to the calculation. This voluntary right is intended to meet or exceed both the Swiss revocation rules for contracts concluded by telephone (Art. 40a-40f OR) and the statutory withdrawal rights of consumers in the European Union and the United Kingdom.
9.4 Refund of the unused portion after the cancellation window. After the 14 days in clause 9.3 have passed, you can still stop and get money back. Until the Delivery Milestone is reached, you may end this Agreement at any time and we will refund the unused portion of the Coaching Add-on fee. We calculate the unused portion by deducting from what you paid a fair per-Session value for the Sessions already held, together with a fair value for preparation work already delivered to you, and refunding the rest. We will show you that calculation in writing. Once the Delivery Milestone has been reached, what you bought under clause 3.2 has been delivered and the fee is no longer refundable in cash; our continuing commitment from that point is the Founder Line.
9.5 The Programme service guarantee is separate. The conditional service guarantee in clause 11.3 of the Membership Agreement applies to the Programme. It is not a guarantee attached to the Coaching Add-on and it does not entitle you to a refund of the Coaching Add-on fee.
9.6 Termination for conduct. Where we end the Coaching Add-on under clause 8.2, we refund the unused portion of the fee on the same basis as clause 9.4, any second payment not yet fallen due under clause 4.2 is cancelled, and we refund any further amount we are required to refund by a mandatory rule of consumer law applicable to you. We may set off against that refund any loss you have actually caused us, and if we do we will show you the calculation.
9.7 Chargebacks. Clause 11.7 of the Membership Agreement applies. Contact us first.
10. No guarantee of results
10.1 Clause 19 of the Membership Agreement applies to the Coaching Add-on in full. The Coach makes no promise, warranty, guarantee or representation about your future income, revenue, audience size, subscriber count, watch time, monetization approval, brand deals or any other commercial or creative outcome.
10.2 The Delivery Milestone is a scope boundary, not a promise. The Delivery Milestone defines when the Weekly Phase converts into the Founder Line. It is not a guarantee that you will reach it, that you will reach it by any particular date, or that reaching it will produce revenue. Whether you reach it depends on the work you do, your taste and skill, and platform decisions outside our control.
10.3 Monetization eligibility is decided by the platform. Eligibility criteria are set and enforced by the platform, not by us, and they change. We coach you towards them. We do not control them and we cannot appeal them on your behalf.
10.4 Anti-reliance. You acknowledge that you were not induced to purchase the Coaching Add-on by any income claim, earnings projection, results promise or performance forecast, and that no such claim forms part of this Agreement. Clause 19.4 of the Membership Agreement applies here as well, and so does the limit on it in clause 19.6: this clause does not exclude any liability or remedy you have for fraud, for fraudulent or negligent misrepresentation, or for a misleading commercial practice, and if anything the Coach actually said to you before you bought contradicts clause 10.1, tell us and we will cancel and refund you in full.
11. Liability
11.1 Clause 20 of the Membership Agreement applies to this Agreement, except that the cap in clause 20.3 is read, for claims arising out of the Coaching Add-on, as the total amount you have paid us across both the Founder Seat and the Coaching Add-on. Clause 20.4 (what is never capped or excluded) and clause 20.5 (savings) apply here in full, so there is no cap and no exclusion for wilful misconduct, gross negligence, death or personal injury caused by our negligence, fraud, or anything that cannot lawfully be capped under the law that applies to you.
11.2 The Coach is not a licensed adviser. The Coach is an experienced practitioner, not a licensed or regulated adviser in any field. Coaching is not legal, tax, accounting, financial, investment or medical advice, and it is not a substitute for advice from someone qualified and regulated to give it. Where a decision has legal, tax or financial consequences, take your own professional advice before acting.
12. Illness, unavailability and force majeure
12.1 Coaching is delivered by one person. If the Coach is ill or otherwise unable to deliver Sessions, we will tell you promptly, pause the cadence, and resume as soon as we reasonably can. Paused time does not count against you under clause 6.4.
12.2 If the Coach is unable to deliver Sessions for more than 60 consecutive days, you may either wait or end this Agreement, and if you end it we will refund a fair proportion of the fee calculated as in clause 8.4.
12.3 Clause 23 of the Membership Agreement (force majeure) otherwise applies.
13. General
13.1 Governing law, venue and mandatory consumer law. Clause 24 of the Membership Agreement applies to this Agreement in full, including the statement that mandatory consumer protection law of the Member's country of residence remains unaffected.
13.2 Germany. Clause 4 of the Membership Agreement applies. The Coaching Add-on is not addressed to, marketed to, or sold to persons resident in Germany.
Clause 4.3 of the Membership Agreement applies to the Coaching Add-on as well: if a person resident in Germany buys it despite that exclusion, that person may at any time ask us to unwind the purchase and we will refund every amount paid in full, without deduction for Sessions held and without requiring a reason.
13.3 Not transferable. The Coaching Add-on is personal to you and cannot be transferred, resold, gifted, shared or used on behalf of another person or business.
13.4 Entire agreement, severability, notices, changes. Clause 22 of the Membership Agreement applies. We will not use the change mechanism in clause 22.2 of the Membership Agreement to reduce the scope described in clause 3 of this Agreement for a Coaching Add-on already purchased.
14. Contact
Nocturnal Studios Caglar (Charly) Tekin, sole proprietor Altmannstrasse 16, 9012 St. Gallen, Switzerland support@cyvril.com
Membership Agreement and current version of this Agreement: https://nocturnalstudios.app/legal
End of 1:1 Coaching Add-on Agreement. Draft prepared 2026-08-08 without external legal review.