COACHING TERMS AND CONDITIONS
DATED: The 22nd DAY OF FEBRUARY 2022
HYPA Coaching Terms and Conditions
These are the terms and conditions we use to deliver our Coaching Services. These terms define our working relationship with you and are designed to protect you as well as us.
This agreement will become binding once you agree to proceed with the Services or make any payment to us. This agreement does not need to be signed to become binding.
If there is any part of these terms you do not understand, please let us know before agreeing to these terms.
- Our responsibilities
- We will:
(a) carry out our Services in a competent and professional manner;
(b) mutually agree all coaching session times and attend punctually
(c) provide at least 24 hours notice to reschedule agreed/scheduled coaching meeting times subject to 3.1(d)
(d) if the need to reschedule a coaching meeting time is due to an emergency outside of our control, notice will be provided as soon as practicable
(e) provide a safe and supportive environment for personal and business growth
- Your responsibilities
- You agree to:
(a) conduct all interactions in a professional manner
(b) be open and share sufficient information to enable the coaching process;
(c) make all reasonable attempts to implement coaching strategies, including stretching outside your comfort zone
(d) mutually agree all coaching session times and attend punctually
(e) provide at least 24 hours notice to reschedule agreed/scheduled coaching meeting times
(f) you will provide to us, upon request, a list of existing client contracts for the purposes of determining which contracts constitute New Revenue
(g) you will provide to us, upon request, all new client contracts signed during the term of this Agreement for the purposes of determining the Performance Fee.
- While we will use reasonable skills and care in delivering the Services, we cannot guarantee that your objectives or expectations will be met. For example, we cannot guarantee that the value of your business or revenues will go up as a result of our Services, as that is dependent on the market and many other factors that are outside our control.
- You understand that our Services are not to be used as a substitute for professional advice such as financial, tax or legal advice. You must seek independent professional guidance on such matters. You agree that all decisions and actions in these areas are exclusively your responsibility.
- Fees and payment
- You agree to make payment of the Coaching Fees to us in accordance with our invoice terms.
- Unless specifically stated in this agreement, our fees are quoted to you exclusive of GST.
- If you are overdue with payment of amounts due under this agreement, we may suspend the Services until all fees are paid up to date.
- Interest may be charged on any overdue payment, accruing daily from the date when payment becomes due, until the date of payment, at a rate of 8% per annum (and interest will compound monthly). This rate applies after as well as before any judgement. We may also charge a monthly administration fee of $250.00 as a genuine cost to our business for chasing up late payments.
- If money remains unpaid, you will also be liable for any costs and disbursements incurred by us in pursuing the debt (including legal costs on a solicitor and own client basis) and debt collection costs to the extent permissible under relevant legislation.
- Either party may give written notice to the other party to terminate this agreement for Non-Performance of the other party. Non-Performance means the failure or refusal to perform any obligation under this agreement.
- Upon receipt of a notice of Non-Performance, the defaulting party will have thirty (30) days to rectify that Non-Performance.
- If the Non-Performance is not rectified to the reasonable satisfaction of the party issuing the notice within thirty (30) days, this agreement will be terminated on the thirtieth (30th) day.
- Our fees incurred will be invoiced up to the time of termination and you must pay us in accordance with clause 4.
- Intellectual Property
- We retain the ownership of all intellectual property rights in the content and materials we use to deliver the Services to you, including but not limited to, copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, confidential information or trade secrets.
- We grant you a non-exclusive, limited and revokable license to use our intellectual property for the purpose of the Services and in accordance with this agreement.
- You must not display, distribute, modify, translate, reformat, incorporate into other works, promote, create derivative works, or in any way exploit or allow others to exploit our intellectual property in whole or in part, except as expressly authorised by us.
- If you breach clause 8.3 any work derived from our intellectual property will become our property and you will take all necessary actions to assign this derivative work to us, including but not limited to assigning all rights and contracts to us.
- The rights and obligations under this Clause 8 survive the termination of this Agreement.
- Confidential information means any information obtained by one party concerning the other party including its intellectual property, ideas, finance, business operations and activities, clients, markets, know-how, processes, and or any information that:
(a) by its nature is confidential;
(b) is designated by the disclosing party as confidential; or
(c) the recipient knows or ought to know is confidential.
- Each party will keep confidential information confidential at all times and will not at any time, directly or indirectly:
(a) disclose or permit any such confidential information to be disclosed to any person; or
(b) use confidential information to the detriment of the disclosing party,
(i) to the extent required by law;
(ii) to the extent the confidential information is already known to the recipient on the date of receipt or is already public knowledge without a breach of this clause; or
(iii) as is authorised in writing by the other party.
- The obligation to maintain confidentiality continues after the termination of this agreement.
- Limitation of Liability
- In no event shall we be liable for any damages for any indirect, consequential or special damages.
- To the fullest extent permitted by law, and without limiting the application of the Australian Consumer Law, you agree that:
(a) our total aggregate liability for any claim(s) in respect of any Services provided to you is limited to the amount we received from you for the Services; and
(b) if there is any fault in our Services, our liability will be limited (at our choice) to:
- the supplying of the Services again;
- refunding part or all of our service fees.
- This limitation of liability survives the termination of this agreement.
- We make no guarantees, representations or warranties of any kind or nature, express or implied, with respect to the coaching services negotiated, agreed upon and rendered under this Agreement.
- You agree to indemnify and hold us, our employees, officers, agents and contractors, harmless from any claims, damages, liabilities, costs, or expenses (including without limitation court costs, arbitration costs and legal fees on a solicitor and own client basis) related to:
(a) your unauthorised use of our intellectual property; and or
(b) your breach of this agreement.
- Dispute Resolution
- Any dispute arising out of or relating to this agreement which cannot be resolved within fourteen (14) days by negotiation between the parties will be submitted to mediation.
- If the parties cannot agree on a mediator or the fee of mediation, the Australian Disputes Centre will be used to facilitate mediation. The following rules apply:
(a) Each party will bear their own costs of the dispute and share equally in the costs of the mediator and any required venue.
(b) The mediation will be governed by the Australian Disputes Centre guidelines for commercial mediation.
(c) The mediation will be conducted by a single mediator independent of the parties and at a fee agreed by the parties.
(d) The seat of the mediation will be Sunshine Coast, Queensland Australia but if impracticable the seat will be Brisbane, Queensland, Australia, unless otherwise agreed by the parties.
- Variation – Any variation to this agreement will be of no force or effect, unless made in writing and agreed by both parties.
- Assignment – Our delivery of the Services is personal to you and this agreement and cannot be assigned to any other person.
- No Waiver – Any time or other indulgence granted by us will not in any way amount to a waiver of any of our rights or remedies under this agreement.
- Governing law – This agreement is governed by the laws of Queensland, Australia, and you agree to be subject to the jurisdiction of the courts of Queensland, Australia if there was a serious dispute between us.
- Severability – If any of these terms and conditions are determined to be invalid or unenforceable, then the invalid or unenforceable provision will be severed, and the remainder of the terms and conditions will continue in effect.
- Entire agreement – This agreement and any documents specifically referred to in it contain the entire agreement between us, and anything else discussed beforehand or afterward is not part of our agreement or fees charged unless it was included.