Coaching Services Agreement

General Terms & Conditions

These General Terms & Conditions will apply to all Services purchased by the Client from the Service Provider.

1A       Definitions and Interpretation

 In this Agreement, the following terms have the stated meaning unless a contrary intention appears:

Agreement where the context is this contract means these General Terms & Conditions, any purchase orders accepted by the Client and any attachments.

Applicable Law means any applicable statute, regulation, by-law, ordinance, policy or subordinate legislation in force from time to time in Australia, whether made by a State, Territory, the Commonwealth or a local government that may apply to the Services provided under this Agreement.

Business Day means a day other than a Saturday, Sunday or a public holiday in the place where the Service Provider is located.

Business Hours: the period from 9.00 am to 5.00 pm on any Business Day.

Client means the person who has purchased the Services from the Service Provider.

Commencement Date means the date the Service Provider agrees to provide the Services.

Confidential Information in relation to a party means information of a confidential nature including information about its business, operations, strategy, administration, technology, affairs, clients, customers, employees, contractors or suppliers, including the terms of this Agreement, but does not include any information which is in the public domain other than through a breach of confidence.

Dependent Tasks has the meaning given in clause 4.2.

Fees means the fees as specified on the Website (if applicable) and as selected by the Client when completing a purchase or otherwise as notified by the Service Provider.

GST goods and services tax chargeable under A New Tax System (Goods & Services Tax) Act 1999 (Cth).

GST Law has the same meaning as “GST Law” in the A New Tax System (Goods & Services Tax) Act 1999 (Cth).


Intellectual Property Rights
means all current and future registered and unregistered rights in respect of patents, copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, inventions (including patents), domain names, discoveries, data, database, and all other rights resulting from intellectual activity whether created before or after the date of this Agreement, and whether in Australia or otherwise and in the case of the Service Provider includes the Service Provider Tools.

Moral Rights means the moral rights granted under the Copyright Act 1968 (Cth), including the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, and any similar rights existing under foreign laws.

Services means the coaching and/or mentoring services provided by the Service Provider to assist in cultivating the Client’s personal, professional and/or business goals through a combination of regular ongoing interactions, courses and programs as set out on the Website or as otherwise notified in writing by the Service Provider to enable the Client to maximise their personal and/or professional potential.

Service Provider means Karlee Imogen ABN 25 230 091 507.

 

Service Provider Tools means all tools developed and/or utilized by the Service Provider in performing the Services, including, without limitation, programs, course content, webinars and videos.

Taxes means taxes, excluding income tax and GST, but including charges, withholding taxes, levies, imposts, duties (including stamp duty and custom duty), excise and any other similar taxes imposed by any taxing authority in any jurisdiction in Australia or elsewhere, together with any related interest, penalties, fines, expense or other statutory charge.

Term means the term of this Agreement as specified in clause 2.

Website means www.karleeimogen.com.au.

 

1B      Interpretation

In this Agreement:

(a)      clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;

  • (b) words in the singular include the plural and vice versa; and
  • (c) a reference to:
  • (i) a party to this Agreement includes that party’s permitted assigns; and
  • (ii) including and similar words do not imply any limit.

 

 

2                     Term

This Agreement shall commence upon the Commencement Date and continues for the Term unless it expires or is terminated in accordance with its terms.

 

 

3                      Services

3.1                 During the Term, the Service Provider will provide the Services selected and purchased by the Client via the Website or directly from the Service Provider.

3.2                 The Services selected by the Client are strictly for educational purposes and the Client accepts and agrees that they are 100% responsible for their progress and results they wish to achieve from the Services.

 

Cancellation and Refund Policy

3.3                 The Service Provider reserves the right to postpone, cancel or re-schedule the Services. Where the Service Provider has cancelled or postponed the Services, the Service Provider will organise another mutually convenient time.  If the Service has been cancelled by the Service Provider and not rescheduled, the Service Provider will refund the Fees paid to secure the Services.

 

3.4                 If the Client appears under the influence of alcohol or drugs during the mentoring process, the Service Provider reserves the right to cancel the Services immediately due to liability and health concerns arising and retain the Fees paid.

3.5                 Where the Client cancels the Services 5 days prior to the date the Services are to be provided, the Client agrees to pay the Services in full, due to the Service Provider forgoing the opportunity to book another client in this time frame. Any monies paid to the Service Provider is non-refundable.

3.6                 Where the Client requires to reschedule the provision of the Services and the Service Provider is able to reschedule, then the Service Provider will amend the date agreed with the Client to the new agreed date and the Client will receive credit for all monies paid up to the date the Client requests the Services to be rescheduled.

3.7                 All cancellations must be in writing even if a phone call has been made to inform the Service Provider of the cancellation.

3.8                 In the unlikely event that the Service Provider is unable to provide the Services in this Agreement for any reason including, but not limited to illness, injury, emergency, or act of God, sudden event or other circumstances beyond the control of the Service Provider (Force Majeure Event), and the Service Provider is unable to reschedule, the Client may terminate this Agreement and receive a full refund of all monies paid.

4                     Obligations

4.1                 Service Provider Obligations

The Service Provider will upon receipt of the Fee and receipt of all information and material necessary to commence the Services (including any applicable release forms) will commence the Services and will undertake commercially reasonable efforts to perform the Services and provide the Deliverables for the timeframes agreed between the parties.

4.2                 Client’s obligations

The Client acknowledges and agrees:

(a) they must perform or procure the performance of any tasks upon which the Service Provider’s provision of the Services and Deliverables is dependent, including:

  • (i) prompt attendance at the time scheduled for the Services;
  • (ii) must not be under the influence of alcohol or drugs;
  • (iii) communicate honestly, be open to feedback and suggestions, and to fully engage and devote himself/herself to the mentoring process.
  • (iv) Client is solely responsible for implementing the techniques discovered through the mentoring process.
  • (v) must not obstruct or interfere with the Service Provider when the Services are being provided;; and
  • (vi) performing any other Client responsibilities specified as part of the Services and Deliverables selected by the Client, in a timely manner, (the Dependent Tasks).

(b) that mentoring and/or coaching is a comprehensive process that may explore different areas of his/her life, including work, finances, health and relationships, but it is ultimately the Client’s decision how he/she incorporates any mentoring and/or coaching into each aspect of their life.

4.3                 The Client acknowledges and agrees that the Service Provider is not liable for any failure to provide the Services to the extent that such failure is caused by the Client’s failure to comply with clause 4.2.

4.4                 If the Service Provider’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Client, then, without prejudice to any other right or remedy it may have, the Service Provider will cancel and reschedule the time agreed to provide the Services and where the Services cannot be rescheduled, the Service Provider is entitled to retain the Fees paid to secure the Services.

5                     Relationship of the Parties

5.1                 Independent Contractor

It is expressly agreed that the parties shall be independent contractors and that the relationship between the parties shall not constitute a partnership, joint venture or agency and in particular, not the relationship of employer and employee.  Neither party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other party, without the prior consent of such other party. Each party must uphold their obligations for the coaching relationship to be successful.

5.2                 Use of Subcontractors

(a)     The Service Provider is permitted to use other persons to provide some or all of the Services and Deliverables.

(b)       The Service Provider is responsible for the work of any of the Service Provider’s subcontractors.

(c)        Any work undertaken by any of the Service Provider’s subcontractors will be undertaken to the same standards as set out in this Agreement.

(d)       The Service Provider will be solely responsible for the payment to the Service Providers employees.

6                     Compensation

6.1                 Fees

(a)               In consideration of the provision of the Services, the Client must pay the Fees to the Service Provider in accordance with this clause 6 and where applicable, the Website terms & conditions or such other terms at time of purchase, if purchase has been made via the Website.

(b)              The Client must either pay the Fee for the Services online via the Service Provider’s Website or upon receipt of an invoice from the Service Provider and the Client acknowledges and agrees to  pay the Fee before work commences or in accordance with any agreed payment plan approved by the Service Provider.

(c)               Unless provided otherwise specified, all Fees payable by the Client are subject to GST and inclusive of applicable Taxes. All taxes (if applicable) shall be shown separately on each invoice. Each party will be responsible for any taxes imposed upon them in respect of this Agreement or for the provision of the Services and Deliverables.

6.2                 Variation of Fees

The Service Provider is entitled to vary the prices charged for its Services  during the term of this Agreement with 14 days written notice to the Client, prior to the change being implemented.  The increase in fees will not apply to the Fees already agreed and accepted online or in writing, provided the Services are not postponed.  Where Services are postponed and rescheduled by the Client or where additional services are requested, then the increase in fees will apply.

6.3                 Failure to Pay

If the Client fails to pay any Fees due under this Agreement, the Service Provider may charge interest at 1.5% per month on such Fees from the date they were due until the date they are paid. If Fees remain unpaid for more than 30 days, the Service Provider reserves the rights to take additional steps to recover the unpaid Fees and where the Service Provider is required to recover any unpaid Fees through an external agency, the Client acknowledges and agrees that in addition to the unpaid Fees, all legal costs and any collection agency costs involved in the recovery will be paid by the Client on a full indemnity basis.

6.4                 Currency

All payments made to the Service Provider under this Agreement will be in Australian Dollars or such other currency as nominated by the Service Provider in writing or on the Website.

6.5                 Expenses

To the extent that this clause is applicable, the Client will be responsible for all reasonable expenses and costs incurred in connection with the provision of the Services and/or Deliverables under this Agreement and the Service Provider will seek the Client’s prior written consent before incurring any expenses.

7                     Intellectual Property Rights

7.1                 Assignment of Intellectual Property

 

In relation to the Services and Service Provider Tools:

 

(a)               the Service Provider and its licensors will retain ownership of all Intellectual Property Rights (including Moral Rights)  in the Services and the Service Provider Tool’s and may not be used without the express written permission of the Service Provider.

(b)              Any program or course provided by the Service Provider under this Agreement is copyrighted and original materials that have been provided to the Client are for the Client’s individual use only and a single-user license. Client is not authorised to use any of the Service Provider’s Intellectual Property for the Client’s business purposes. All Intellectual Property, including the Service Provider’s copyrighted program and/or course materials, shall remain the sole property of the Service Provider. No license to sell or distribute the Service Provider Tool’s is granted or implied.

(c)               By purchasing this Services, Client acknowledges and agrees (i) not to infringe any copyright, patent, trademark, trade secret, or other intellectual property rights of the Service Provider including the Service Provider Tools, (ii) that any Confidential Information shared by the Service Provider is confidential and proprietary, and belongs solely and exclusively to the Service Provider, (iii) Client agrees not to disclose such information to any other person or use it in any manner other than with the prior written consent of the Service Provider. Further, by purchasing the Services, Client agrees that if Client violates, or displays any likelihood of violating, any of the Client’s agreements contained in this 7.1, the Service Provider will be entitled to injunctive relief to prohibit any such violations and to protect against the harm of such violations.

7.2                 Recognition

Client acknowledges and agrees that the Service Provider may refer to the Client on its website, and social media channels for the sole purposes of recognition of excellence or professional advancement, however no sensitive or personal information of the Client will be disclosed or used for such purpose.

7.3                 Third Party Materials

All Third Party Materials are the exclusive property of their respective owners. The Service Provider shall inform the Client of all Third Party Materials that may be required to perform the Services or otherwise integrated into the Final Images. Under such circumstances, the Client is responsible for the costs of such Third Party Materials and the Service Provider shall inform Client of any need to license and any cost associated including costs of obtaining a license to be borne by the Client.

8                      Warranties and Indemnities

8.1           Warranties

The Services and Deliverables are provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose or that any result or objective can or will be achieved or attained at all, whether stated in this Agreement or otherwise specified in the Deliverables.  The Client understands, due to the nature of the Services, the results experienced by each client may significantly vary and there is no guarantee that the Client will reach their goals as a result of their participation in the Services.

 

If any condition or warranty is implied into this Agreement and cannot be excluded, and the Service Provider is able to limit the Client’s remedy for breach of such a condition or warranty, then the liability of the Service Provider is limited:

  • (i) in the case of goods to the replacing of the goods or of acquiring equivalent goods or the payment of the cost of having the goods repaired; or
  • (ii) in the case of services, the supplying of the services again, or the payment of the cost of having the services supplied again.

 

8.2           Indemnity

The Client must indemnify and hold the Service Provider harmless from all claims and losses arising from loss, damage, liability, injury to the Service Provider, its employees and third parties, infringement of third party intellectual property, or third party losses by reason of or arising out of any information supplied to the Client by the Service Provider, its employees or suppliers, or supplied to the Service Provider by the Client in accordance with the terms of this Agreement.

8.3           Liability

(a)    In the unlikely event that the Service Provider is unable to provide the Services, the Service Provider will contact the Client as soon as possible, and will provide the Services at another suitable date and time.

 

(b)   In no event shall the Service Provider be liable for any incidental, indirect, consequential, punitive or special damages (including but not limited to damages to business reputation, lost business, or lost profits), whether foreseeable or not and however caused, even if such party is advised of the possibility that such damages might arise. The foregoing restrictions shall not apply to a party’s confidentiality and indemnification obligations under this Agreement.

 

(d)   The Service Provider’s liability under this Agreement (including under indemnity) will be reduced to the extent that the acts or omissions of the Client contribute to or cause the liability.

 

9                      Confidentiality and Privacy

9.1                 Confidentiality

(a)        Each party agrees that, unless it has the prior written consent of the other party, it will:

(i)    keep confidential at all times the Confidential Information of the other party; and

(ii)   ensure that any personnel or professional advisor to whom a party discloses the other party’s Confidential Information is aware of and complies with this clause 9.1.

(b)        The obligations of confidentiality in clause 9.1(a) do not apply to any disclosure:

(i)    for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;

(ii)   required by Applicable Law; or

(iii)  of Confidential Information which is publicly available through no fault of the recipient of the Confidential Information or its personnel, or was rightfully received from a third party without restriction and without breach of any obligation of confidentiality.

9.2                 Privacy

To the extent applicable, each party acknowledges and agrees that where personal information or sensitive information is disclosed, the recipient will comply with the applicable privacy laws and guidelines.

10                  Termination

10.1              Termination for Breach

(a)                 Service Provider shall be entitled to terminate this Agreement with immediate effect by notice in writing if the Client fails, refuses or neglects to pay the Fees when due or fails to provide the information or material necessary for the Service Provider to perform the Services in accordance with the terms of this Agreement  or is otherwise in breach of any undertaking, warranty or obligation in this Agreement.

(b)                 Client shall be entitled to terminate this Agreement with immediate effect by notice in writing if the Service Provider fails to provide the Services having received the Fees from the Client.

10.2           Consequences of Termination

Upon expiration or termination of this Agreement:

 

(a)        Where the Service Provider has terminated under clause 10,1, without limiting the Service Provider’s rights, the Service Provider may invoice the Client for any Fees payable in relation to work which the Service Provider has performed in accordance with this Agreement up to the date of termination, which will be an invoice for the purposes of clause 6.

(b)        Where the Client terminates under clause 10.1, the Service Provider must refund the Fees paid by the Client.

(c)        Other than as provided herein, all rights and obligations of each Party under this Agreement, exclusive of the Services, shall survive.

11                  Miscellaneous provisions

11.1              Entire Agreement

This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, understandings and negotiations on that subject matter.

11.2           Governing Law

The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws in force in the place where the Service Provider is located. The parties submit to the non-exclusive jurisdiction of the courts of that jurisdiction.

11.3           Counterparts and Electronic Signature

This Agreement shall become binding when any one or more counterparts, individually or taken together are signed by the parties.  This Agreement may be executed in counterparts, and may be executed by way of electronic signature, including accepting by clicking “I consent” or “I agree” or similar and if so, shall be considered an original, properly executed agreement.

11.4           Severability

Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Applicable Law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

11.5           No Representations

Each party acknowledges that no party (nor any person acting on a party’s behalf) has made any representation or other inducement to it to enter into this Agreement or as to future conduct, except for the representations or inducements expressly set out in this Agreement.

11.6           Amendment

An amendment or variation to this Agreement is not effective unless it is in writing and signed by the parties.

11.7           Assignment

The Client cannot assign or novate this Agreement or otherwise deal with the benefit of it or a right under it, without the prior written consent of the Service Provider.  The Service Provider may assign or novate this Agreement or otherwise deal with the benefit of it or a right under it without the prior written consent of the Client.

11.8           Dispute Resolution

(a)                  Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations with the other party. In the event of a dispute arising out of this Agreement that cannot be resolved by mutual agreement, the Parties agree to engage in mediation.

(b)                  This clause 11.8 does not affect either party’s right to seek urgent interlocutory and / or injunctive relief.

(c)                  In the event that 14 days after receipt of notice, the parties to the dispute cannot resolve the dispute through discussions and negotiations, then they will proceed to mediation. Mediation will be administered by the Australian Disputes Centre (ADC). The mediation shall be conducted in accordance with the ADC Guidelines for Commercial Mediation operating at the time the matter is referred to ADC (the Guidelines). If the matter cannot be resolved through mediation, and legal action ensues, the successful party will be entitled to its legal fees, including, but not limited to its solicitor’s fees.

(d)              The parties retain all other rights at law related to a breach or alleged breach of this Agreement and nothing in this clause limits the right of the Service Provider to terminate the Agreement.

11.9              Notices

Any written notice under this Agreement can only be given in writing solely by email (in which case notice is deemed to have been received at the time the message enters the recipient’s server, except if the notice is set out of normal business hours or on a day other than a Business Day (a Business Day is a day not a Saturday, Sunday or a public holiday or a bank holiday where the Service Provider is located, in which case notice is deemed to have been given on the next Business Day.