Sweet Spot Business Coaching Limited Terms and Conditions of Trade
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 Sweet Spot Business Coaching Limited and its successors and assigns.
(c) “You” means the person, firm, company or entity buying Services from us.
(d) “Services” means all Services we will supply to you under an engagement letter, proposal, order or invoice relating to marketing advice.
2.1 Price plus tax: You will pay the price indicated on the invoice, order form or other similar document issued by us (“Price”), 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 Services constitutes an invitation to treat and not a binding offer. All quotations lapse after 30 days but We reserve the right to change or withdraw any quotation without notice at any time. 2.3 Change of Rates: We reserve the right to change any previously notified hourly rate for casual work on 60 days’ written notice to you.
2.4 No deductions: All payments by you will be full, free and clear of any deduction, withholding, set-off, counterclaim or other claim.
2.5 Cancellation: Either of us is entitled to cancel this Agreement on 14 days’ written notice if the other party is in breach of its obligations. If cancellation occurs after we have started to perform the Services we reserve the right to invoice you for Services that have already been performed where:
(a) the amount of any Price paid is not enough to compensate us for that work; or
(b) you have not paid any of the Price.
We are not required to refund any portion of the Price already paid where you cancel this Agreement for convenience or it is cancelled for breach.
3.1 Payment in advance: In order to confirm an engagement for Services we require you to pay the Price in advance. If You require additional support, such as one to one sessions, these will require additional fees to be agreed by both parties and paid in advance.
3.2 Payment: On sign up you will be setup with a subscription in Stripe and will pay a set number of consecutive monthly instalments according to the length of your program.
3.3 Expenses: Agreed out of pocket expenses will be invoiced in advance and We reserve the right not to progress the associated Services until we receive these payments. 3.4 Acceleration: Notwithstanding any agreed credit period, full payment for all unpaid Services will become due immediately upon:
(a) You or any guarantor becoming insolvent or bankrupt;
(b) The commencement of any act or proceeding in which your or any guarantor’s insolvency is involved; or
(c) You or any guarantor resolving to wind up or being ordered to be wound up or having a receiver, liquidator of official manager appointed in respect of all or any of your assets; or
(d) You or any guarantor ceasing to trade.
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. Without prejudice to any other rights or remedies available to us, simple interest at our bank’s current overdraft rate will be payable demand and from the due date until payment. We also reserve the right to apply a reasonable administration fee to your debt. You acknowledge that we are entitled to begin debt recovery action for all payments that remain overdue for at least seven days.
4.2 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 of any failure by you to make due and punctual payment.
5. PERFORMANCE OF THE SERVICES
5.1 Time: We undertake to use reasonable endeavours to deliver the Services within the time specified by us but dates we give for performance will be indicative only. No date specified by you will be binding on us without our written agreement.
5.2 Use of reports: Any reports or material prepared or procured by us as part of the Services are to be used only by you.
5.3 Services to be supplied: You acknowledge and agree that the Services are limited to those set out in the proposal, engagement letter, invoice, quote or other similar document issued by us.
5.4 Declining Services: We reserve the right to decline any request for work or instructions that We consider is contrary to Our professional standards or that in our view may be harmful to your or our reputations. If you object to us declining any work under this clause We have the right to terminate this Agreement with immediate effect.
5.5 Copyright: Unless otherwise agreed, we will retain intellectual property rights in all original work we have prepared on your behalf as part of the Services. You will have the right to use the original work for the purpose for which it was intended. You will not have the right to modify the work or use it for any other purposes without our written agreement 5.6 Portfolio: You agree that We may use examples of the work we have prepared on your behalf for the purposes of marketing our services and our business.
6. YOUR OBLIGATIONS
(a) you will provide us with any relevant information required to enable us to perform the Services.
(b) Where information provided by you is incorrect and we are required to undertake additional work we reserve the right to charge for such additional work
6.2 Third Party Rights: You warrant that:
(a) you own any material you provide to us, free of any claims or encumbrances and are entitled to provide that material to us; and (b) any material you provide to us is yours and does not violate any existing intellectual property rights including, without limitation, copyright, trade mark, or any other proprietary or contractual rights.
7. OUR OBLIGATIONS AND WARRANTIES
7.1 We warrant that: (a) We have the right to enter into this Agreement;
(b) We will perform the Services to a reasonable standard of care and skill;
(c) We will perform the Services in accordance with relevant laws.
7.2 While we are not a member of the International Coach Federation or the Public Relations Institute of New Zealand, we have committed to the codes of ethics and protocols of both organisations and agree to honour these at all times.
8.1 Limitation of liability:
(a) Claims: 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. Your notice or related correspondence must include all the information to support your claim that we may reasonably request and be supplied within the 7 day period;
(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 price 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 Price paid for Services under this Agreement in the 3 months immediately prior to the event 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. This includes loss caused by you providing us with incorrect information or by your delay leading to our Services becoming obsolete due to matters outside our control;
(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 revenues 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.
8.2 Indemnity: You will be liable for, and will indemnify us against, any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by us, whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill), arising out of any dispute or contractual, tortious or other claim or proceeding brought against us arising from any third party claim that our work infringes a third party’s intellectual property rights.
8.3 Specific exclusion: 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.
8.4 Business purposes: If you hold yourself out as acquiring the Services for business purposes, you acknowledge that the provisions of the Consumer Guarantees Act 1993 will not apply and are expressly excluded.
9. DISPUTE RESOLUTION
9.1 If any dispute/difference arises between the parties then we will, acting in good faith, endeavour to resolve that dispute by negotiation. If the dispute/difference is not resolved within seven (7) working days of the party alleging the dispute/difference having given written notice of it to the other party, then the dispute/difference will be referred to mediation conducted in accordance with Resolution Institute Rules. If the parties cannot agree on the appointment of a Mediator then a Mediator shall be appointed by the President for the time being of the New Zealand Law Society. The mediation will be conducted not later than twenty (20) working days after the notice of dispute/difference was first given. If mediation fails, or a party elects to opt out of the mediation process, then the dispute/difference may be submitted by a party to the jurisdiction of the appropriate Court of New Zealand. No party may issue any legal proceedings (other than for urgent interlocutory relief) in respect of such dispute/difference, unless that party has first taken all reasonable steps to comply with this clause.
10. PERSONAL GUARANTEE
10.1 Where stated in your order or engagement letter, the person identified as Guarantor under this Agreement guarantees that you will perform Your obligations under this agreement, including the payment of all moneys on the due dates. The Guarantor agrees to indemnify us against all losses that we may suffer under this Agreement as a result of your acts or omissions.
11.1 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, 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.
11.2 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.
11.3 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.
11.5 Electronic Communications: You consent to receive commercial electronic messages from us. If you wish to opt out of receiving these messages tell us in writing and we will remove you from the mailing list. 11.6 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.