1. DEFINITIONS
1.1 In these Terms and Conditions:
(a) “Agreement” means any order or engagement letter relating to the Services, and these Terms and Conditions.
(b) “We” or “Us” means Actum Limited and its successors and assigns.
(c) “You” means the person, firm, company or other entity buying Services from us.
(d) “Services” means all Services we will supply to you under a proposal, order or invoice relating to personal and/or business coaching and related consulting.
2. FEE
2.1 Fee plus tax: You will pay the fee indicated on our website, invoice, order form or other similar document issued by us (“Fee”), together with the amount of any Goods and Services Tax or any other tax which may be payable in respect of the supply of Services or otherwise under these Terms and Conditions.
2.2 Quotation: Any quotation we have made for the supply of consulting Services constitutes an invitation to treat and not a binding offer. All quotations lapse after one month, but we reserve the right to change or withdraw any quotation without notice at any time.
2.3 Change to Fee: During the provision of the consulting Services it may become apparent that more work will be required than we anticipated at the time we set the Fee. For this reason we reserve the right to increase the Fee. If you do not wish to pay the increased Fee you can cancel this Agreement and we will issue you an invoice for consulting Services provided up to cancellation.
2.4 Terminations and refunds: If you wish to terminate this Agreement we are not required to, but we may agree to a partial refund of a Fee already paid at our complete discretion. If cancellation occurs after we have started to perform consulting Services we reserve the right to invoice you for work that has already been done where:
(a) the amount of any deposit paid is not enough to compensate us for that work; or
(b) you have not paid a deposit
All cancellation requests must be made in writing.
2.5 Termination by us: We reserve the right to terminate this Agreement on 14 days’ notice if you are in breach of your obligations. If this does occur we will refund a pro rata portion of the Fee.
3. PAYMENT
3.1 Payment in advance: All Services will require payment in advance in order to confirm a booking or place in a coaching group. Alternative payment terms may be negotiated on a case by case basis.
- Bank deposit payments: If you prefer to make payments on invoice then those will be due immediately on receipt in cleared funds, in accordance with clause 1.
- Website payments: Payments you make via our website are processed by Stripe Inc and its global affiliates (“Stripe”). Payments are processed in NZ Dollars. If you pay by credit card via Stripe you agree to indemnify us against any default by your credit card company to make payment to us in full
3.4 Deposit: In order to confirm a booking for consulting Services we may require you to pay a deposit as set out in our proposal.
3.5 Payment of balance: You will pay the balance of your account as set out in our invoice or proposal, as agreed.
3.6 Expenses: Agreed out of pocket expenses will be additional to the Fee and invoiced in advance. We reserve the right not to progress the associated Services until we receive these payments.
4. PENALTY FOR LATE PAYMENT
4.1 Default interest: Failure by you to make payment in full of any amount payable pursuant to this Agreement on the due date constitutes a default and, without prejudice to any other rights or remedies available to us, simple interest at our bank’s current commercial overdraft rate will be payable upon demand and from the due date until payment.
5. Legal costs:
You will indemnify us against all loss, costs and expenses, including legal costs on a solicitor/client basis, which we may suffer or incur as a result
6. COACHING EXPECTATIONS
6.1 Onboarding: Before we start providing the Services we will require you to read and sign our Coaching and Consulting Arrangement document.
6.2 Attendance: Depending on the Services, video or phone calls or in person appointments will be booked as appropriate. You and your personnel are expected to attend scheduled appointments. If you will be late or cannot attend an appointment you must give us at least 48 hours’ written notice. A missed appointment will only be rescheduled at our discretion. If we cannot proceed with a scheduled appointment we will notify you as soon as we can to reschedule the session.
6.3 Information and Participation: You will provide us with any relevant information required to enable us to perform the Services. You are expected to participate honestly and fully in the Services, including completing your own work, as positive results depend on this. You also agree to respect our professional boundaries and comply with any terms we have together agreed for the Services.
6.4 Health and Safety: It is your responsibility to ensure that all safety measures have been taken at any premises where consulting Services are to be performed so as to comply with all applicable health and safety laws. Prior to our contractors or employees attending the relevant site to perform the Services you will:
(a) Inform us of all applicable health and safety rules and regulations that may apply at the site;
(b) Notify us promptly of any risk, safety issues or incidents that may arise or may have arisen at the site that are relevant to our provision of the Services
We will take reasonable steps to ensure that while on your premises our personnel comply with any health and safety requirements and other reasonable security requirements you make known to us.
6.5 Right to delay or cancel: If we are concerned about the presence of any hazards or risks at the site we may, in our absolute discretion, delay the performance of some or all of the Services or cancel any order by notice in writing to you.
6.6 Copyright: We own all intellectual property rights in our material. You acknowledge that you may not share, copy or distribute this content in any way to any other person.
7. LIABILITY
(a) We will have no liability for unsatisfactory Services unless you notify us in writing of your claim within 7 days after performance of the Services;
(b) We will have the option, exercisable at our discretion, to replace or give credit for any services in respect of which any claim is made or proven or to refund a portion of the fee paid for the Services, thereby fully discharging all our legal liability;
(c) If either party is liable for direct losses arising from a breach of this Agreement or for negligence, the liable party’s obligation to pay damages or losses is limited to the Fee paid for the Services to which the liability relates. This limitation does not apply to any loss or damage caused by fraud, wilful breach or wilful damage;
(d) We are not liable for any loss caused by you, or any loss that results from your failure to take reasonable steps to avoid or minimise your loss;
(e) Notwithstanding any other provision of this agreement, neither party will be liable for indirect, special, consequential or similar damages or losses, including but not limited to loss of profit or revenue or other financial or economic losses of any kind and whether or not the other party has been advised of the potential for such damages.
7.2 Disclaimer:
(a) Our Services include advice and training that you and your personnel are best placed to implement in your organisation. For this reason we cannot guarantee that any particular changes we recommend will result in quantifiable improvements to your business.
(b) You acknowledge that the Services do not constitute legal advice. If you have any specific questions about any legal matter you should consult a legal advisor.
(c) We do not take responsibility for your actions or behaviours outside our sessions or programmes. We do not advise specific actions and the choices you make as a result of the Services are yours for such damages.
8. GENERAL
8.1 Events outside our control: If any cause beyond our reasonable control including but not limited to order of a government or other authority, strike, lockout, labour dispute, delays in transit, difficulty in procuring components or equipment, pandemic, embargo, accident, emergency, act of God interfere with our performance of any of our obligations under these Terms and Conditions then we may at our sole discretion suspend our performance of any such obligation or cancel any contract for the purchase of Services and we will not be liable to you in any respect.
8.2 Waiver: These Terms and Conditions remain in force notwithstanding any neglect, forbearance or delay in enforcement. We will not be deemed to have waived any condition unless such waiver will be in writing and such waiver will only apply to the particular transaction to which it refers.
8.3 Severability: If any clause or provision of these Terms and Conditions will be held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such clause will not apply to this Agreement. The remaining provisions of this Agreement will remain in full force and effect as if the clause or provision held to be illegal or unenforceable had not been included.
8.4 Privacy Policy: Any personal information collected by us in connection with this Agreement will only be used or disclosed for the purposes of ensuring performance of this Agreement and any future like arrangement or arrangements. This may include disclosure within our organisation and to other parties involved in performing the Services. We agree to comply with relevant privacy laws in respect of any personal information collected in connection with the provision of the Services and any future like arrangement or arrangements. Because we use Stripe to process payments, you consent to and understand that your personal information may be sent to Stripe, and may be transferred, processed and stored outside of New Zealand.
8.5 Electronic Communications: You consent to receive commercial electronic messages from us. If you wish to opt out of receiving these messages please use the “unsubscribe” function or tell us in writing and we will remove you from the mailing list.
8.6 Confidentiality: Each party must keep confidential during the term and after termination of this Agreement the existence and terms of this Agreement and all information of a confidential or sensitive nature supplied by the other party to this Agreement except to the extent that disclosure is required by law or where such information is or becomes available in the public domain without breach by a party of its confidentiality obligations under this Agreement. A party may disclose such information to its legal and other advisers, bankers and other persons who are subject to an obligation of confidentiality.