Terms and Conditions.

1.          DEFINITIONS

“Agreement” means the agreement between the Coach and the Client for the Coach to provide the Services including any services set out in a Quote, Order and these T&Cs.

“Client” means the person/s ordering the Services, and if there is more than one, Client is a reference to each Client jointly and severally.

“Coach” means Hannah Wellman t/as Scaffold (ABN 44 542 072 311).

“Fees” means the price payable for the Services as set out in clause 4 below unless otherwise agreed between the parties in writing.

“Order” means an offer by a Client to purchase Services from the Coach, as specified in any invoice, Quote and/or other document, and which is subject to these T&Cs.

“Services” means the coaching services to be provided by the Coach to the Client as per clause 3 below or in a Quote.

“Quote” means a document provided by the Coach to the Client in any form stating the services to be carried out and the price, which is made subject to these T&Cs.

“T&Cs” means these Terms and Conditions.

A reference to “coaching” includes, but is not limited to, a reference to the services that are being provided under this Agreement;

A reference to “session” includes but is not limited to, a reference to a coaching session between the Coach and the Client and “session” and “initial session” may be collectively referred to as “the session” where the context permits.

Singular words include the plural and vice versa. A mention of anything after include, includes or including, does not limit what else might be included.

2.          TERMS

2.1.     These T&Cs are legally binding between the Coach and the Client and are intended to regulate key trading terms, including in connection with the supply of the Services by the Coach to the Client.

2.2.     These T&Cs apply to all agreements or arrangements between the Coach and the Client in connection with the supply of the Services, including all Quotes, Orders, supplies, enquiries or other sales, and will prevail over all other terms and conditions or other matters agreed between the parties.

2.3.     These T&Cs shall at all times prevail over any other terms of the Client, howsoever notified, and the application of any Client or other terms is expressly excluded by these T&Cs.

2.4.     Unless otherwise expressly agreed to in writing by the Coach, these T&Cs apply, and the Client is deemed to have accepted and is subject to these T&Cs, upon any request for a Quote from the Coach, if the Coach accepts any Order from the Client, if the Client pays for an Order, or upon delivery of any of the Services to the Client.

2.5.     These T&Cs may only be amended with the Coach’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Coach.

3.          SERVICES

3.1.     The parties agree to engage in a coaching program of one or more online coaching sessions by video conference call, each of up to 45 minutes’ duration unless it is the initial session which will be up to 60 minutes’ duration.

3.2.     The Coach will be available to the Client by email in between scheduled sessions as defined by the Coach. Due to time constraints, the Coach may choose to respond to such communication at the time of the following coaching session.

3.3.     The Coach may also be required to undertake preparation before a session or initial session (for example, reviewing documents, reading or writing reports, or engaging in other Client-related services outside of coaching hours) (hereafter referred to as “additional work”). The Coach will only undertake additional work with the Client’s consent as the additional work will be charged at the rate of $50 per hour prorated. Such consent may be given in writing, verbally or by instructing the Coach to perform the additional works.

4.          SCHEDULE AND FEES

4.1.     The Client agrees to pay the following fees to the Coach:

(a)         The fee for each session of 45 minutes is $110.00 inclusive of GST;

(b)        The fee for the initial session of 60 minutes is $140 inclusive of GST.

4.2.     If a session or initial session exceeds the allocated time, i.e. 45 minutes for a session and 60 minutes for an initial session, then any additional time will be charged at the rate of $30 for each additional 15 minutes.

4.3.     Sessions will not exceed the allocated time without the Client’s consent.

4.4.     The Client will be notified of any increase in fee at least 7 days before the change comes into effect and agrees to pay the new fees and GST. If rates change before this agreement has been signed and dated, the prevailing rates will apply.

4.5.     Payment must be made by electronic funds transfer, credit card or direct debit unless agreed otherwise between the parties. The payment will be due prior to the commencement of each session. If additional Fees are incurred during a session then the Fees are payable within 7 days of the session or date of invoice rendered for the session.

4.6.     The Client agrees that it is their responsibility to ensure there are sufficient funds in the nominated bank account on the day of the session. The Coach reserves the right to claim interest on any amount outstanding and payable under an invoice issued by the Coach at the rate of 12% per annum calculated daily. The Client agrees to pay such interest if charged within 7 days of request.

4.7.     Late payments will delay the scheduling of coaching sessions, as subsequent sessions will not be scheduled until payment is received in advance of the session. Frequent late payments may serve as grounds for the termination of this Agreement.

4.8.     This clause 4 survives termination of this Agreement.

5.          ACKNOWLEDGEMENTS AND WARRANTIES

5.1.     The Client acknowledges that coaching (including the services provided under this Agreement) is a comprehensive process that may involve different areas of their life, including work, finances, health, relationships, education and recreation.

5.2.     The Client is solely responsible for creating and implementing their own physical, mental and emotional well-being, decisions, choices, actions and results arising out of or resulting from the coaching relationship and their coaching calls and interactions with the Coach and the Client agrees that deciding how to handle these matters including how to incorporate coaching principles and implementing choices is exclusively the Client’s responsibility.

5.3.     The Client agrees that the Coach is not and will not be liable or responsible for any actions or inaction, or for any direct or indirect result of any services provided by the Coach.

5.4.     The Client acknowledges and agrees that coaching (including the services provided under this Agreement) is not therapy and does not substitute for therapy if needed, and does not prevent, cure, or treat any mental disorder or medical disease.

5.5.     The Client acknowledges that coaching does not involve the diagnosis or treatment of mental disorders and that coaching is not to be used as a substitute for counselling, psychotherapy, psychoanalysis, mental health care, substance abuse treatment, or other professional advice by legal, medical or other qualified professionals and that it is the Client’s exclusive responsibility to seek such independent professional guidance as needed.

5.6.     The Client acknowledges that if they are currently under the care of a general practitioner or mental health professional, that they promptly inform the general practitioner or mental health care provider of the nature and extent of the coaching relationship agreed upon by the Client and the Coach.

5.7.     The Client understands that in order to enhance the coaching relationship, the Client agrees to communicate honestly, be open to feedback and assistance and to create the time and energy to participate fully in the program with the Coach.

5.8.     This clause 5 survives termination of this Agreement.

6.          CANCELLATION POLICY

6.1.     The Client agrees that it is the Client’s responsibility to provide the Coach 24 hours’ advance notice of a session cancellation.

6.2.     If 24 hours’ notice is not provided in accordance with clause 6.1, the Coach reserves the right to bill the Client for the session or keep any money already paid for the session.

6.3.     If 24 hours’ notice is provided in accordance with clause 6.1, the Client will have the option to reschedule the session but the Coach will not refund any monies paid for a session in recognition for the time lost by the Coach in the session not proceeding.

6.4.     The Client is not entitled to any refunds of any monies paid to the Coach under this Agreement for any reason.

6.5.     This clause 6 survives termination of this Agreement.

7.          LATE ARRIVAL

7.1.     If the Client does not log in to the coaching call for a session, then the Client must pay the fee for the whole of the session.

7.2.     If the Client logs in late to the session, the session may still proceed but will end at the scheduled time and the Client must pay the full fee for the session.

7.3.     If the Client logs in to the session and the session does not proceed, the Client must still pay for the session in full unless the reason for the session not proceeding is due to an act or omission of the Coach.

7.4.     The Client acknowledges that the Coach may from time to time arrive late to the session. Therefore, the Client must remain logged into the session for at least 10 minutes from the start time to allow time for the Coach to log into the session unless the Coach has notified the Client they are running late or unable to conduct the session at the scheduled time.

7.5.     If the Coach logs in to the session late, the session will be extended to allow for its allocated time without additional charge to the Client.

7.6.     This clause 7 survives termination of this Agreement

8.          CONFIDENTIALITY

8.1.     The Coach agrees not to disclose any information pertaining to the Client without the Client’s written consent unless required to do so by law or if permitted under this Agreement.

8.2.     The Coach will not disclose the Client’s name as a reference without the Client’s consent.

8.3.     The Client acknowledges that the Coach-Client relationship is not considered a legally confidential relationship (like the medical and legal professions) and thus communications are not subject to the protection of any legally recognised privilege.

8.4.     The Client acknowledges that information is not confidential for the purposes of this Agreement if it:

(a)         was in the Coach’s possession prior to its being furnished by the Client;

(b)        is generally known to the public or in the Client’s industry;

(c)         is obtained by the Coach from a third party, without breach of any obligation to the Client;

(d)        is independently developed by the Coach without use of or reference to the Client’s confidential information;

(e)        the Coach is required by statute, lawfully issued subpoena, or by court order to disclose;

(f)          is disclosed to the Coach and as a result of such disclosure the Coach reasonably believes there to be an imminent or likely risk of danger or harm to the Client or others; and

(g)         involves illegal activity.

8.5.     The Client must raise any confidentiality questions or concerns with the Coach as soon as possible.

9.          PERMISSION TO RECORD AND SUBMIT COACHING SESSIONS

9.1.     The Coach must request the Client’s permission to record coaching sessions and submit recordings and transcripts for their educational growth, professional development, and/or credentialing purposes.

10.       LIMITED LIABILITY

10.1.  Except as expressly provided in this Agreement, the Coach makes 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.

10.2.  In no event shall the Coach be liable to the Client for any indirect, consequential or special damages.

10.3.  Notwithstanding any damages that the Client may incur, the Coach’s entire liability under this Agreement, and the Client’s exclusive remedy, shall be limited to the amount actually paid by the Client to the Coach under this Agreement for all coaching services rendered.

11.       DISPUTE RESOLUTION

11.1.  The Client and Coach agree that if a dispute arises out of this Agreement, the relevant party shall provide the other party a written notice setting out the nature of the dispute.

11.2.  The parties agree that discussions shall be held between the parties or their representatives within five days of receiving the written notice.

11.3.  If the dispute is not resolved, and in the event of legal action, the prevailing party shall be entitled to recover legal fees and court costs from the other party.

12.       DEFAULT

12.1.  Without prejudice to any other rights the Coach may have, if the Client fails to comply with any of the terms of these T&Cs (including in respect of any obligation to pay money to the Coach when due) or makes any misrepresentation to the Coach, the Coach may treat the whole Agreement as repudiated and refuse to supply further Services to the Client and cancel all or any part of any Services of the Client which remains unfulfilled without notice, until such time as the Client has remedied its breach under this clause 12.

12.2.  Any amount not paid by the due date will incur interest at a rate of 12% per annum calculated and compounded daily.

12.3.  The Client agrees to pay the Coach, and shall indemnify the Coach from and against, all costs and expenses incurred by the Coach in connection with the recovery of overdue amounts (including but not limited to the Fees, legal costs on an indemnity basis, the Coach’s contract default fees and dishonour fees).

12.4.  The Client agrees and acknowledges that any such interest, costs and/or expenses demanded under this clause 12 shall be added to the total debt owing to the Coach.

12.5.  The Coach will not be liable to the Client for any loss or damage the Client suffers because the Coach has exercised its rights under this clause 12.

12.6.  If the Client owes the Coach any money, the Coach may apply any payment received from the Client against any amount owing to the Coach by the Client, at the Coach’s sole discretion.

13.       INTELLECTUAL PROPERTY

13.1.  The Coach owns and retains all rights in all intellectual property (being future registered and unregistered rights in respect of copyright, designs, trade secrets, know-how, confidential information, patents, invention and discoveries, moral rights, and all other intellectual property software, firmware, tools, documentation, reports, data, diagrams, procedures, plans and other materials) with respect to the services provided under this Agreement.

13.2.  The Client warrants they will not use the Coach’s intellectual property for any reason outside the intended scope of this Agreement including for their own financial benefit or someone else’s financial benefit.

14.       GENERAL

14.1.  This Agreement may only be amended by agreement between the parties in writing.

14.2.  This Agreement takes effect, is governed by and shall be construed in accordance with the laws of the Australian Capital Territory.

14.3.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

14.4.  A term or part of a term of this Agreement that is illegal or unenforceable may be severed from this Agreement and the remaining terms or parts of the terms of this Agreement continue in force.

14.5.  This Agreement forms the entire agreement between the parties and supersedes all prior agreements, understandings, undertakings and negotiations in respect of the matters dealt with in this Agreement.

15.       INDEPENDENT LEGAL ADVICE

15.1.  The Client warrants they have received independent legal advice with respect to this Agreement or have had the opportunity to receive such advice.