Coaching and Services Agreement
(‘Agreement’)
This Agreement is made for coaching services provided by:
Michelle Harpas 19 Calstock Avenue, Edwardstown 5039 South Australia Australia ABN 72 204 949 787 (“Coach”, “we”).
By engaging the coaching services, you, the Client are agreeing to the below terms.
1. DEFINITIONS:
1.1. “Confidential Information” means any written or oral information that is provided by or disclosed directly or indirectly through any means that is not already in the public domain, and may include information about business structures, methods, procedures and personal information.
1.2. “Services” means the services described in Item 1 of Schedule 1 in your Coaching Agreement.
1.3. “Materials” means email content, workbooks or other material which may be required to assist and enable the Services to be performed.
What is Coaching?
Coaching is a respectful guided process of interaction and self-discovery over a period of time that encourages and expands your ability to make changes, move forward in new areas and create more of what you desire in your life. Coaching services are not to be construed as, or a replacement for, any health diagnosis, legal, financial or medical advice.
As your coach, I will endeavour to:
- Help create an honest, open, collaborative coaching relationship.
- Be a partner and help you to bring out the best in you.
- Provide a safe, supportive environment for you.
- Respect your confidentiality.
- Promote discovery of new possibilities and insights for you.
- Give you input, honest feedback and operate as a sounding board.
- Listen carefully to what you say and ask questions to help expand your awareness.
- Be a resource for you to use to help you to accomplish your goals.
As the Client in this coaching relationship, you agree to:
- Try to cultivate an honest, self-aware relationship with yourself.
- Commit to goals that are truly meaningful and significant to you and that we agree will help you with your progress and successful outcome.
- Explore new approaches and experiment with helpful actions and behaviours.
- Provide ongoing feedback on whether coaching is valuable and meeting your needs.
- Be open to hearing our feedback and letting us know whether it fits your expectations of yourself.
- Acknowledge and take ownership for your progress, any setbacks and accomplishments.
How it Works:
We offer an initial consult to discuss your situation and requirements and to determine whether you are suitable client that we may be able to support in your journey ahead.
We then can suggest the best program for your requirements.
In order for the best possible outcome of success, we ask that you commit to a willingness to change your mindset to reach your milestones.
2. SERVICES:
2.1. The Client appoints the Coach for the Services as specified in Schedule 1 of the Coaching Agreement. The Client accepts the Services and is bound by these terms when the Client instructs the Coach to proceed, by making a payment, or by confirming acceptance via email or other written means.
2.2. The Coach agrees to provide the Services described in Schedule 1 in accordance with the terms of this Agreement. The Coach agrees to provide these Services in a professional manner and in accordance with generally accepted industry practice and standards and will ensure any contractors or coaches or representatives that the Coach may employ from time to time will have the relevant qualifications and are under the same standards requirements.
2.3. Any specific terms and requirements relating to the Services required by the Client, will be agreed in writing and notified to the Coach in advance.
2.4. Services may be provided in person face-to-face, email, via web-based means (such as Zoom, or similar) or as otherwise agreed in the Schedule. The Coach may also offer group, private and one-on-one sessions from time to time as an optional part of the Services.
2.5. All sessions must be scheduled and agreed in advance by the Coach including any sessions which are rescheduled due to unavailability of either party.
2.6. In the event that a Client is unable to attend or wishes to reschedule their one-on-one appointment, a minimum of forty-eight (48) hours notice is required to permit the Coach to offer this session time to another Client. Any sessions that are not notified to the Coach for cancellation or rescheduling prior to this 48 hour requirement may be forfeited and may not be rescheduled. Group sessions may not be rescheduled. Any other rescheduling is in the sole discretion of the Coach.
2.7. In the event the Coach is required to cancel any session or appointment, the Coach will either reschedule at a time convenient to the Client, the session will be transferred to another date or the fee will be refunded depending on the circumstances appropriate and available to both parties.
3. WARRANTIES
3.1. Legislation may confer certain rights, warranties and guarantees and remedies relating to the provision of the Services which cannot be excluded, restricted or modified, including but not limited to the Australian Consumer Law (‘ACL’). At no time are these statutory rights sought to be excluded.
3.2. The Coach represents and warrants:
(a) in providing the Services, they will comply with all law and industry standards;
(b) the work performed to provide the Services will be done to a high standard in accordance with best practice; and
(c) the scope of the Services will be limited to the description provided in the Schedule unless otherwise agreed in writing from time to time. Similar or equivalent Services may be substituted from time to time if, in the sole opinion of the Coach, it would benefit the Client or be required to meet the terms of this Agreement.
3.3. The Client acknowledges and agrees that:
(a) results of Services vary from individual to individual. For this reason, performance, progress and success of any particular part of the Services is reliant on the Client and individual to meet their own requirements. The Coach cannot and does not guarantee any particular results and the Client is solely responsible for their own progress. If any time during the Services the Client feels their progress is not as expected, it is the responsibility of the Client to advise the Coach immediately of any concerns in order to give the Coach an opportunity to address and assist. The Coach will use reasonable efforts to resolve the concerns, however at no time does the Coach guarantee or warrant any increase or altered progress or performance.
4. DISPUTES
4.1. If at any time any aspect of the Services are not reasonably acceptable to the Client, or both parties disagree on the quality, substance, or the parties disagree for any reason on the Services, the Client will immediately notify the Coach of any such reason, the specifics and will give a reasonable opportunity for the Coach to respond and address any concerns. Feedback and discussion are important to the sessions and provision of the Services and it is up to the Client to provide such feedback in order to give the Coach an opportunity to resolve any issue quickly and effectively.
4.2. If a dispute arises, both parties agree that confidentiality is paramount to the reputation of both the Client and the Coach. At no time will any communications or discussions be made public, this includes but is not limited to any social media websites of either party. Any public discussion or comments about either party are considered defamatory, negative or otherwise damaging and will be the subject of compensation in any mediation or litigation claim.
4.3. In the event of any dispute on the work, quality or ownership that cannot be resolved, both parties agree to obtain an independent professional arbitrator/dispute resolution specialist to make a determination on the dispute and each of us agrees to pay our own costs.
5. RELATIONSHIP
The relationship under this Agreement is that of principal and independent contractor. This Agreement does not make either party a joint venturer, partner, employee or agent of the other. No act or omission of either party is to bind the other party except as expressly set out in this Agreement.
6. OWNERSHIP OF INTELLECTUAL PROPERTY
6.1. The confidentiality provisions survive the termination of this
Agreement remain until the Confidential Information becomes part of the public domain.
6.2. Ownership of Intellectual Property and Confidential Information: Materials and work may be provided to the Client from time to time during the Services and to enable the provision of the Services. All Materials and work are provided without warranties of any kind, both express and implied. Any designs, materials, analyses, processes, discussions and other intellectual property, both tangible and intangible, which is provided or may be developed as a result of or during the Services is and will remain the property of the Coach at all times. No materials may be reproduced or used for any purpose other than the personal private use of the Client. At no time may it be reproduced and provided to third parties without the express written permission of the Coach.
7. INFORMATION PROVIDED TO PERFORM THE SERVICES
7.1. Confidentiality:
The Coach agrees that they will:
(a) keep confidential and secure;
(b) not use directly or indirectly; and
(c) not disclose directly or indirectly,
this Agreement and all personal information relating to, arising under or acquired under or as a consequence of this Agreement and the Services, except:
(i) as required by law or any regulatory authority; or
(ii) with the Client’s express written consent.
7.2. The Coach will not at any time disclose or allow access by any person or third party to any of the Confidential Information unless required to perform the Services in which case, the Coach will ensure they are under the same duty of confidentiality as the Coach is under this Agreement.
7.3. In the event that the Coach feels the Client may benefit from or be better assisted by qualified medical professional services, they may make a recommendation for such services. The Client may choose to refer to such services but agrees not to rely on the Coach’s Services in substitution.
8. PAYMENT, PRIVACY AND REFUND
8.1. Services will only be provided once payment has been made and received by the Coach.
8.2. In the event of any late, overdue or unpaid invoice amounts, they will incur interest at a rate determined in accordance with the Penalty Interest Rates Act 1983.
8.3. In the event that the Coach fails to receive payment of any invoices or fees or if the Client, does not perform their obligations under this Agreement, the Coach may refuse to continue to provide the Services and may terminate this Agreement immediately without notice.
8.4. All payment and personal information will be kept in a secure manner in accordance with Australian privacy requirements. Please refer to the Coach’s Privacy Policy for details on how Client information will be kept secure.
8.5. By providing the Coach with your payment and credit card details, the Client authorizes payment for Services. In the event the Client has chosen payments to be made on a recurring basis, the Client hereby authorizes such payments to be deducted by the Coach until the full payment has been made under the Terms and in accordance with this Agreement.
8.6. Default: Failure to make a required payment when due under this Agreement shall constitute a material default under this Agreement.
8.7. All sessions or Services are non-transferrable. In addition, no sessions may include or be attended by any other person or third party unless agreed in advance by both Client and Coach.
8.8. Refunds: We want you to commit to the sessions to have a better opportunity to ensure success, but we understand you may not always be able to commit to the full term.
For Services worth $1000 or higher, we offer a cooling off period for up to 7 days before you commence for a full refund.
For Services worth A$999 or less, we offer a cooling off period for up to 3 days before you commence for a full refund.
After the first session, we offer a refund less an administrative fee to cover our costs.
In order to request any refund, we ask that you contact us in writing requesting your refund and include a reason for your request. Upon determining that you are entitled to a cancellation/refund pursuant to this policy, the Company will promptly issue an instruction to its payment processor to issue the refund. The Company does not control its payment processor and will not be able to expedite any refunds.
If you receive a refund of any purchase through the terms and conditions, that shall immediately terminate any and all licenses granted you to use the material provided to you under these Coaching & Services Agreement or any other agreement. You shall immediately cease using the material and shall destroy all copies of the information provided to you, including without limitation: video recordings, audio recordings, forms, template documents, slide shows, membership areas, social media groups limited to paying members, and other resources.
Please note: We do not permit refunds for Services provided. Whilst we at all times abide by Australian Consumer Law in relation to our services and refunds, any other refund at any time is in our sole discretion.
9. TERMINATION AND CANCELLATION
9.1. For any breach of any of the obligations of this Agreement, the person who has committed the breach will immediately remedy or rectify the breach promptly.
9.2. The Coach may, in their sole discretion, decide to stop the Services for any reason including if the Coach believes that the working relationship has broken down including a loss of confidence and trust; or for any other reason outside their control which has the effect of compromising their ability to perform the Services. In the event of such termination by the Coach, payment must be made up to the date of the last Services and any other monies paid in advance will be refunded to the Client.
9.3 Once the Service is terminated/cancelled through the terms and conditions, that shall immediately terminate any and all licenses granted you to use the material provided to you under these Coaching & Services Agreement or any other agreement. You shall immediately cease using the material and shall destroy all copies of the information provided to you, including without limitation: video recordings, audio recordings, forms, template documents, slide shows, membership areas, social media groups limited to paying members, and other resources.
9.4 Confidentiality survives and continues in the event of any dispute or termination and, in any event, after the delivery of the Services.
10. LIMITATION OF LIABILITY AND INDEMNITY
10.1. The Coach and their representatives are in no way liable for any loss or damages whether direct, indirect or consequential which the Client may suffer in reliance directly or indirectly on all or any part of the Services. The Client shall indemnify and hold harmless the Coach from and against any and all actions, claims, liabilities, proceedings or demands which may be brought against them in respect of any loss, cost, distress, death, injury, illness or damage (whether personal or property and including reasonable legal fees and expenses).
10.2. The liability of the Coach is governed solely by the ACL and these Terms. Any other conditions and warranties which may be implied by custom, law or statute are expressly excluded.
10.3. The Client acknowledges and agrees that they use the Services at their own risk. In engaging the Services, the Client agrees they are liable for and agree to indemnify and hold the Coach harmless for and against any and all claims, liabilities, actions and expenses which may result either directly or indirectly from a breach of these Terms, misuse of the Services or in connection with any of the Services, including but not limited to any third party claims.
10.4. The Client agrees that some Services may involve personal and well-being management discussions. The Services and information should not replace discussions with qualified suitable healthcare professionals where relevant to their condition and should not be used to diagnose or replace any professional treatment or management of any particular existing condition. All decisions about any treatment and management of any condition must be made with a relevant healthcare professional and the Client agrees and acknowledges that any reliance on any information, discussions or recommendations that may arise during the sessions, is done at their own risk. The Client is at all times responsible for their own physical health and emotional well-being. The Coach recommends that any pre-existing condition be treated by a suitable medical professional and that any information provided by the Services is not to be relied on in substitution.
10.5. The Client agrees to advise the Coach of any pre-existing medical, physical or other conditions which may directly or indirectly affect or impact the Services or of which the Coach may need to be aware.
10.6. In any case, the Coach’s liability is limited at all times to amount of the last invoice fees paid by the Client.
11. GOVERNING LAW
This Agreement is governed by the laws from time to time in force in the state of South Australia. Both parties agree to unconditionally submit to the non-exclusive jurisdiction of the Courts of South Australia for determining any dispute concerning this Agreement.
