TERMS & CONDITIONS OF BE THE CHANGE – STRATEGY MENTORING
This web page represents a legal document that serves as the Terms and Conditions for BE THE CHANGE – STRATEGY MENTORING (“Services”) and it governs the legal terms in relation to you (“Client”) purchasing Coaching Services from The Art of Agency Pty Ltd (“Company”).
The terms “us” or “we” or “our” refers to the Company.
The last update to these Terms and Conditions was posted on 3 May, 2016.
In consideration of Client retaining Company to perform strategy coaching and mentoring services, it is agreed as follows:
- SCOPE OF COACHING AND MENTORING SERVICES
Client hereby retains Company to provide coaching and mentoring services by purchasing BE THE CHANGE-STRATEGY MENTORING.
(a) The BE THE CHANGE-STRATEGY MENTORING includes the following services:
(i) Up to four (4) hours of structured coaching and mentoring per month (limited to 2 hours per week),
(ii) Access to advice via phone, email, and Skype, as you need outside of structured calls,
(iii) Startup: direction on vision and mission, niche, comparative advantage, brand, messaging, income tools,
(iv) Growth: building beyond basics, growing brand identity, scaling operations, product offerings and income,
(v) Acceleration: strategy and techniques for massively amplifying purpose, message, impact and income,
(vi) Mutually agreed provision of basic instructional videos, or written material, to support implementation.
(b) Additional services, beyond those described above, will require additional fees or arrangements to be discussed and agreed upon by the parties.
- CLIENT DUTIES
(a) Compensation: In consideration for the services provided by Company to Client as set forth in paragraph 1 above, Client agrees to pay Company’s quoted monthly rate to be billed on a monthly basis. Company’s obligation to render services hereunder is conditioned upon Client’s payment of said fee on a timely basis. Therefore, said fees are due on commencement of the services and on each month on the anniversary of commencing services. The Client’s nominated credit card will be processed on commencement and on each monthly anniversary of commencement and shall continue through to cancellation by either party in accordance with paragraph 4. Company reserves the right to withhold coaching and mentoring services until all outstanding fees are paid in full.
(b) Expenses: Client agrees to reimburse Company for expenses incurred by Company solely on Client’s behalf, such as travel expenses, and the like; provided, however, that any single expense or related group of expenses must first be approved by Client in writing, otherwise, Client will have no obligation to pay such expense. Company agrees to provide Client with a monthly expense invoice, and Client agrees to make payment to Company within thirty (30) days from date of delivery of said expense invoice to Client.
(c) Additional Client Duties: Client is expected to attend all scheduled calls promptly as arranged (or give reasonable notice where possible to cancel or request reschedule). The Company will provide for reasonable adjustments to scheduled calls, but may not be able to accommodate reschedule at short notice.
This engagement shall commence on the date that payment is processed and shall continue until cancellation by either party in accordance with paragraph 4.
Client may cancel these Terms and Conditions for any reason by providing a minimum of 24 hours’ written notice to Company. Cancellation of these Terms and Conditions by Client will not extinguish Client’s obligation to pay the monthly fee specified in Paragraph 2(a) through the last day of performance after notice is provided. In the event Client cancels these Terms and Conditions, Client will also remain obligated to pay all pre-approved expenses incurred by Company on Client’s behalf through the last day of performance or the 30th day after notice is provided, whichever comes later. Company may cancel these Terms and Conditions at any time for any reason by providing written notice to Client. In the event that Company cancels these Terms and Conditions, Company will provide a prorated refund of any overages of monthly fees paid minus any approved, unpaid expenses incurred on Client’s behalf. A processing fee of 1% of the refundable amount will be deducted from the balance of the refund.
- NO GUARANTEES
Company cannot guarantee the outcome of Be The Change – strategy coaching and mentoring services and Company’s comments about the outcome are expressions of opinion only. Company makes no guarantees other than that the services described in Paragraph 1(a) shall be provided to Client in accordance with the terms of these Terms and Conditions. Client acknowledges that Company cannot guarantee any results for Be The Change – strategy coaching and mentoring services as such outcomes are based on subjective factors that cannot be controlled by Company.
(a) Client Information: Any and all Client information and data of a confidential nature, including but not limited to any and all design, creative, marketing, sales, operating, performance, know how, business and process information (hereinafter referred to as “Confidential Information”), shall be treated by Company in the strictest confidence and not disclosed to third parties or used by Company for any purpose other than for providing Client with the services specified hereunder without Client’s express written consent. Confidential Information shall not include any information which (a) becomes available to the public through no breach of confidentiality by Company, (b) was in Company’s possession prior to receipt from the disclosure, (c) is received by Company independently from a third party free to disclose such information, or (d) is independently developed by Company without use of the Client’s Confidential Information. Upon request, Company hereto will promptly return or destroy all documents containing Confidential Information and delete all electronic records of or containing the same.
(b) Public Disclosure: Neither party may disclose the terms of these Terms and Conditions. Neither party shall make any formal or informal public statement, press release or other announcement regarding the existence or terms of these Terms and Conditions without the other party’s prior written approval.
(c) Non-Disparagement: Client shall, during and after the participation in and use of the Company’s services, refrain from making any statements or comments of a defamatory or disparaging nature to any third party regarding Company, or any of Company’s officers, directors, employees, personnel, agents, policies, services or products, other than to comply with law.
- INDEPENDENT CONTRACTORS
(a) Independent Contractor Relationship: These Terms and Conditions shall not render Company an employee, partner, agent of or joint venturer with the Client for any purpose. Company is and will remain an independent contractor in its relationship to the Client. Company is or remains open to conducting similar tasks or activities for entities other than the Client and holds itself out to the public to be a separate business entity. Company shall retain sole and absolute discretion in the manner and means of carrying out the activities and responsibilities under these Terms and Conditions. Company shall be responsible to the ownership and management of the Client, but Company will not be required to follow or establish a regular or daily work schedule. Company will not rely solely on the equipment or offices of Client for completion of tasks and duties set forth pursuant to these Terms and Conditions. Any advice given to Company regarding services performed for the Client shall be considered a suggestion only, not an instruction. Client retains the right to inspect, stop or alter the work of Company to assure its conformity with these Terms and Conditions and Client needs. Company and Client agree to conform to any and all federal/national/state tax agency tests necessary to establish and demonstrate the independent contractor relationship between Client and Company.
(b) Taxes & Benefits: Company will be responsible for filing its own tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Client shall not be responsible for withholding taxes with respect to Company’s compensation. Company shall have no claim against Client for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits or employee benefits of any kind.
- NO COMPETITION
Company will not, directly or indirectly, contact or perform services for the Client’s clients for a time period of one year after these Terms and Conditions ends unless Client provides written permission. Company shall not, directly or indirectly hire, solicit, or encourage to leave the Client’s employment, any employee, consultant or contractor of the Client or hire any such employee, consultant, or contractor who has left the Client’s employment or contractual engagement within one year of such employment or engagement unless Client provides written permission.
- TRANSFER OF INTELLECTUAL PROPERTY RIGHTS
Provided Client has complied with the terms of these Terms and Conditions, and upon final payment to Company for services, Company shall automatically thereby grant, transfer, assign and convey to Client, and its successors and assigns, all right, title, interest, ownership and all subsidiary rights, including all rights accruing to Company under the United States Copyright Act, in and to all works of authorship and all copyrights, patents, trade secrets and any other intellectual property rights, business concepts, plans and ideas, reports, manuals, visual aids, documentation, inventions, processes, proposed products, services, techniques, marketing ideas, and commercial strategies, that have been or will be created by Company, for Client (“the Work”) for use throughout the world in perpetuity in any manner or media whether now known or hereafter invented. Company hereby further waives any moral rights it may have with regard to Client’s uses of the Work. Company agrees, at Client’s reasonable expense, to cooperate as may be necessary to assist Client in enforcing Client’s rights in the Work. Nothwithstanding the foregoing, Client grants Company a worldwide, nonexclusive, revocable license to display the written or visual content developed by Company for Client only in association with Company’s portfolio and for other business development and marketing purposes.
(a) Company’s Warranties: Company represents, warrants and covenants that Company has full authority to enter into these Terms and Conditions and that all of the services, whether performed by Company or any of its subcontractors, will be rendered using sound, professional practices and in a competent and professional manner by knowledgeable and qualified personnel.
(b) Client’s Warranties: Client represents, warrants and covenants that Client has full authority to enter into these Terms and Conditions and has or will obtain, during all times relevant hereunder, all of the necessary consents, rights, licenses, clearances, releases or other permissions to lawfully consummate the transactions and lawfully discharge, in all material respects, each and every of Client’s obligations or duties set forth hereunder, whether performance is due now or hereafter during the Term.
(c) EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED THROUGHOUT THESE TERMS AND CONDITIONS, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED.
- LIMITATION OF LIABILITY
(a) IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, MULTIPLE, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE; AND
(b) IN NO EVENT SHALL A PARTY’S LIABILITY EXCEED THE FEES PAID UNDER THESE TERMS AND CONDITIONS, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY.
(c) THE FOREGOING LIMITATIONS IN THIS SECTION 11 SHALL NOT APPLY TO A BREACH OF CONFIDENTIALITY BY A PARTY HEREUNDER OR THE OBLIGATIONS UNDER PARAGRAPHS 6, 9 AND 19.
- EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of these Terms and Conditions are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
- ENTIRE AGREEMENT; MODIFICATION; WAIVER
These Terms and Conditions constitutes the entire agreement between the parties pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings of the parties. No supplement, modification or amendment of these Terms and Conditions shall be binding unless executed in writing by all the parties. No waiver of any of the provisions of these Terms and Conditions shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
- NEUTRAL CONSTRUCTION
These Terms and Conditions was prepared by Company and/or Company’s legal counsel. It is expressly understood and agreed that these Terms and Conditions shall not be construed against Company merely because it was prepared by its counsel; rather, each provision of these Terms and Conditions shall be construed in a manner which is fair to both parties.
These Terms and Conditions may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
These Terms and Conditions shall be binding on, and shall inure to the benefit of, the parties to it and their respective heirs, legal representatives, successors, and assigns; provided, however, that Client may not assign any of its rights under these Terms and Conditions, except to a wholly owned subsidiary entity of Client. No such assignment by Client to its wholly owned subsidiary shall relieve Client of any of its obligations or duties under these Terms and Conditions.
All notices, requests, demands, and other communications under these Terms and Conditions shall be in writing and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows:
To Company at: 1 Murranji Street, Hawker ACT 2614 Australia
To Client at: billing address provided at point of purchase, or known email address.
Any party may change its address for purposes of this paragraph by giving the other party written notice of the new address in the manner set forth above.
- GOVERNING LAW; VENUE; MEDIATION
These Terms and Conditions shall be construed in accordance with, and governed by, the laws of the Australian Capital Territory as applied to contracts that are executed and performed entirely in Australian Capital Territory. The exclusive venue for any court proceeding based on or arising out of these Terms and Conditions shall be Australian Capital Territory. The parties agree to attempt to resolve any dispute, claim or controversy arising out of or relating to these Terms and Conditions by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration or other dispute resolution procedures.
- RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of these Terms and Conditions, or because of an alleged dispute, breach, default or misrepresentation in connection with any of the provisions of these Terms and Conditions, the successful or prevailing party or parties shall be entitled to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant or condition of these Terms and Conditions is held by an arbitrator or court of competent jurisdiction to be invalid, void or unenforceable, the rest of the Terms and Conditions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
If you do not understand these Terms and Conditions of sale or minimum guarantees, do not order our services. If you need further information, please contact firstname.lastname@example.org.
If you have any questions about these Terms and Conditions, please contact us at email@example.com.
We are open Mon-Fri 9 am-5 pm Australian EST.
1 Murranji Street, Hawker ACT 2614 Australia. Ph: +61-2-61710704
The Art of Agency Pty Ltd | ACN 600496893 | ABN 73600496893